UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________________________________________________________________________________________________________________________________
FORM 10-Q
For the quarterly period ended March 31, 2025
OR
Commission File Number: 001-14625 (Host Hotels & Resorts, Inc.)
____________________________________________________________________________________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
____________________________________________________________________________________________________________________________________________________________________________________________
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
| (Zip Code) | ||||||||
| (Address of Principal Executive Offices) | ||||||||
(240 744-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||||||||
| Host Hotels & Resorts, Inc. | ||||||||||||||||||||
Host Hotels & Resorts, L.P. | None | None | None | |||||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Host Hotels & Resorts, Inc. | þ | No | o | |||||||||||
| Host Hotels & Resorts, L.P. | þ | No | o | |||||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| Host Hotels & Resorts, Inc. | þ | No | o | |||||||||||
| Host Hotels & Resorts, L.P. | þ | No | o | |||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Host Hotels & Resorts, Inc. | |||||||||||
| þ | Accelerated filer | o | |||||||||
| Non-accelerated filer | o | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
| Host Hotels & Resorts, L.P. | |||||||||||
| Large accelerated filer | o | Accelerated filer | o | ||||||||
| þ | Smaller reporting company | ||||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o | |||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Host Hotels & Resorts, Inc. | Yes | o | No | |||||||||||
Host Hotels & Resorts, L.P. | Yes | o | No | |||||||||||
As of April 30, 2025, there were 693,714,423 shares of Host Hotels & Resorts, Inc.’s common stock, $0.01 par value per share, outstanding.
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Unless stated otherwise or the context requires otherwise, references to “Host Inc.” mean Host Hotels & Resorts, Inc., a Maryland corporation, and references to “Host L.P.” mean Host Hotels & Resorts, L.P., a Delaware limited partnership, and its consolidated subsidiaries, in cases where it is important to distinguish between Host Inc. and Host L.P. We use the terms “we,” “our” or “the company” to refer to Host Inc. and Host L.P. together, unless the context indicates otherwise.
Host Inc. operates as a self-managed and self-administered real estate investment trust (“REIT”). Host Inc. owns properties and conducts operations through Host L.P., of which Host Inc. is the sole general partner and of which it holds approximately 99% of the partnership interests (“OP units”). The remaining OP units are owned by various unaffiliated limited partners. As the sole general partner of Host L.P., Host Inc. has the exclusive and complete responsibility for Host L.P.’s day-to-day management and control. Management operates Host Inc. and Host L.P. as one enterprise. The management of Host Inc. consists of the same persons who direct the management of Host L.P. As general partner with control of Host L.P., Host Inc. consolidates Host L.P. for financial reporting purposes, and Host Inc. does not have significant assets other than its investment in Host L.P. Therefore, the assets and liabilities of Host Inc. and Host L.P. are substantially the same on their respective condensed consolidated financial statements and the disclosures of Host Inc. and Host L.P. also are substantially similar. For these reasons, we believe that the combination into a single report of the quarterly reports on Form 10-Q of Host Inc. and Host L.P. results in benefits to management and investors.
The substantive difference between the filings of Host Inc. and Host L.P. is that Host Inc. is a REIT with public stock, while Host L.P. is a partnership with no publicly traded equity. In the condensed consolidated financial statements, this difference primarily is reflected in the equity (or partners’ capital for Host L.P.) section of the consolidated balance sheets and in the consolidated statements of equity (or partners’ capital for Host L.P.). Apart from the different equity treatment, the condensed consolidated financial statements of Host Inc. and Host L.P. are nearly identical.
This combined Form 10-Q for Host Inc. and Host L.P. includes, for each entity, separate interim financial statements (but combined footnotes), separate reports on disclosure controls and procedures and internal control over financial reporting and separate CEO/CFO certifications. In addition, with respect to any other financial and non-financial disclosure items required by Form 10-Q, any material differences between Host Inc. and Host L.P. are discussed separately herein. For a more detailed discussion of the substantive differences between Host Inc. and Host L.P. and why we believe the combined filing results in benefits to investors, see the discussion in the combined Annual Report on Form 10-K for the year ended December 31, 2024 under the heading “Explanatory Note.”
i
HOST HOTELS & RESORTS, INC. AND HOST HOTELS & RESORTS, L.P.
INDEX
| Page No. | ||||||||
| Financial Statements for Host Hotels & Resorts, Inc.: | ||||||||
Condensed Consolidated Balance Sheets - March 31, 2025 (unaudited) and December 31, 2024 | ||||||||
Condensed Consolidated Statements of Operations (unaudited) - Quarter ended March 31, 2025 and 2024 | ||||||||
Condensed Consolidated Statements of Comprehensive Income (unaudited) - Quarter ended March 31, 2025 and 2024 | ||||||||
Condensed Consolidated Statements of Cash Flows (unaudited) - Quarter ended March 31, 2025 and 2024 | ||||||||
Condensed Consolidated Balance Sheets - March 31, 2025 (unaudited) and December 31, 2024 | ||||||||
Condensed Consolidated Statements of Operations (unaudited) - Quarter ended March 31, 2025 and 2024 | ||||||||
Condensed Consolidated Statements of Comprehensive Income (unaudited) - Quarter ended March 31, 2025 and 2024 | ||||||||
Condensed Consolidated Statements of Cash Flows (unaudited) - Quarter ended March 31, 2025 and 2024 | ||||||||
ii
HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2025 and December 31, 2024
(in millions, except share and per share amounts)
| March 31, 2025 | December 31, 2024 | ||||||||||
| unaudited | |||||||||||
| ASSETS | |||||||||||
| Property and equipment, net | $ | $ | |||||||||
| Right-of-use assets | |||||||||||
| Due from managers | |||||||||||
| Advances to and investments in affiliates | |||||||||||
| Furniture, fixtures and equipment replacement fund | |||||||||||
| Notes receivable | |||||||||||
| Other | |||||||||||
| Cash and cash equivalents | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY | |||||||||||
| Debt | |||||||||||
| Senior notes | $ | $ | |||||||||
Credit facility, including the term loans of $ | |||||||||||
| Mortgage and other debt | |||||||||||
| Total debt | |||||||||||
| Lease liabilities | |||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Due to managers | |||||||||||
| Other | |||||||||||
| Total liabilities | |||||||||||
| Redeemable non-controlling interests - Host Hotels & Resorts, L.P. | |||||||||||
| Host Hotels & Resorts, Inc. stockholders’ equity: | |||||||||||
Common stock, par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Deficit | ( | ( | |||||||||
| Total equity of Host Hotels & Resorts, Inc. stockholders | |||||||||||
| Non-redeemable non-controlling interests—other consolidated partnerships | |||||||||||
| Total equity | |||||||||||
| Total liabilities, non-controlling interests and equity | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
1
HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Quarter ended March 31, 2025 and 2024
(unaudited, in millions, except per share amounts)
| Quarter ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| REVENUES | |||||||||||
| Rooms | $ | $ | |||||||||
| Food and beverage | |||||||||||
| Other | |||||||||||
| Total revenues | |||||||||||
| EXPENSES | |||||||||||
| Rooms | |||||||||||
| Food and beverage | |||||||||||
| Other departmental and support expenses | |||||||||||
| Management fees | |||||||||||
| Other property-level expenses | |||||||||||
| Depreciation and amortization | |||||||||||
| Corporate and other expenses | |||||||||||
| Net gain on insurance settlements | ( | ( | |||||||||
| Total operating costs and expenses | |||||||||||
| OPERATING PROFIT | |||||||||||
| Interest income | |||||||||||
| Interest expense | ( | ( | |||||||||
| Other gains | |||||||||||
| Equity in earnings of affiliates | |||||||||||
| INCOME BEFORE INCOME TAXES | |||||||||||
| Benefit for income taxes | |||||||||||
| NET INCOME | |||||||||||
| Less: Net income attributable to non-controlling interests | ( | ( | |||||||||
| NET INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC. | $ | $ | |||||||||
| Basic earnings per common share | $ | $ | |||||||||
| Diluted earnings per common share | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
2
HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Quarter ended March 31, 2025 and 2024
(unaudited, in millions)
| Quarter ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| NET INCOME | $ | $ | |||||||||
| OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||||||||||
| Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates | ( | ||||||||||
| OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | ( | ||||||||||
| COMPREHENSIVE INCOME | |||||||||||
| Less: Comprehensive income attributable to non-controlling interests | ( | ( | |||||||||
| COMPREHENSIVE INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC. | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
3
HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Quarter ended March 31, 2025 and 2024
(unaudited, in millions)
| Quarter ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of finance costs, discounts and premiums, net | |||||||||||
| Non-cash stock-based compensation expense | |||||||||||
| Other gains | ( | ||||||||||
| Gain on property insurance settlement | ( | ||||||||||
| Equity in earnings of affiliates | ( | ( | |||||||||
| Change in due from/to managers | ( | ( | |||||||||
| Distributions from investments in affiliates | |||||||||||
| Payments for inventory costs | ( | ( | |||||||||
| Changes in other assets | |||||||||||
| Changes in other liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| INVESTING ACTIVITIES | |||||||||||
| Proceeds from sales of assets, net | |||||||||||
| Proceeds from loan receivable | |||||||||||
| Advances to and investments in affiliates | ( | ( | |||||||||
| Capital expenditures: | |||||||||||
| Renewals and replacements | ( | ( | |||||||||
| Return on investment | ( | ( | |||||||||
| Property insurance proceeds | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Draws on credit facility | |||||||||||
| Mortgage debt and other prepayments and scheduled maturities | ( | ||||||||||
| Common stock repurchases | ( | ||||||||||
| Dividends on common stock | ( | ( | |||||||||
| Distributions and payments to non-controlling interests | ( | ( | |||||||||
| Other financing activities | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effects of exchange rate changes on cash held | ( | ||||||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | ( | ||||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | |||||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
4
HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
Quarter ended March 31, 2025 and 2024
(unaudited)
Supplemental disclosure of cash flow information (in millions):
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the balance sheet to the amount shown in the statements of cash flows:
| March 31, 2025 | March 31, 2024 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash (included in other assets) | |||||||||||
| Cash included in furniture, fixtures and equipment replacement fund | |||||||||||
| Total cash and cash equivalents and restricted cash shown in the statements of cash flows | $ | $ | |||||||||
The following table presents cash paid for the following:
| Quarter ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Total interest paid | $ | $ | |||||||||
| Income taxes paid | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
5
HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2025 and December 31, 2024
(in millions)
| March 31, 2025 | December 31, 2024 | ||||||||||
| unaudited | |||||||||||
| ASSETS | |||||||||||
| Property and equipment, net | $ | $ | |||||||||
| Right-of-use assets | |||||||||||
| Due from managers | |||||||||||
| Advances to and investments in affiliates | |||||||||||
| Furniture, fixtures and equipment replacement fund | |||||||||||
| Notes receivable | |||||||||||
| Other | |||||||||||
| Cash and cash equivalents | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES, LIMITED PARTNERSHIP INTERESTS OF THIRD PARTIES AND CAPITAL | |||||||||||
| Debt | |||||||||||
| Senior notes | $ | $ | |||||||||
Credit facility, including the term loans of $ | |||||||||||
| Mortgage and other debt | |||||||||||
| Total debt | |||||||||||
| Lease liabilities | |||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Due to managers | |||||||||||
| Other | |||||||||||
| Total liabilities | |||||||||||
| Limited partnership interests of third parties | |||||||||||
| Host Hotels & Resorts, L.P. capital: | |||||||||||
| General partner | |||||||||||
| Limited partner | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Host Hotels & Resorts, L.P. capital | |||||||||||
| Non-controlling interests—consolidated partnerships | |||||||||||
| Total capital | |||||||||||
| Total liabilities, limited partnership interests of third parties and capital | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
6
HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Quarter ended March 31, 2025 and 2024
(unaudited, in millions, except per unit amounts)
| Quarter ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| REVENUES | |||||||||||
| Rooms | $ | $ | |||||||||
| Food and beverage | |||||||||||
| Other | |||||||||||
| Total revenues | |||||||||||
| EXPENSES | |||||||||||
| Rooms | |||||||||||
| Food and beverage | |||||||||||
| Other departmental and support expenses | |||||||||||
| Management fees | |||||||||||
| Other property-level expenses | |||||||||||
| Depreciation and amortization | |||||||||||
| Corporate and other expenses | |||||||||||
| Net gain on insurance settlements | ( | ( | |||||||||
| Total operating costs and expenses | |||||||||||
| OPERATING PROFIT | |||||||||||
| Interest income | |||||||||||
| Interest expense | ( | ( | |||||||||
| Other gains | |||||||||||
| Equity in earnings of affiliates | |||||||||||
| INCOME BEFORE INCOME TAXES | |||||||||||
| Benefit for income taxes | |||||||||||
| NET INCOME | |||||||||||
| Less: Net income attributable to non-controlling interests | |||||||||||
| NET INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P. | $ | $ | |||||||||
| Basic earnings per common unit | $ | $ | |||||||||
| Diluted earnings per common unit | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
7
HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Quarter ended March 31, 2025 and 2024
(unaudited, in millions)
| Quarter ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| NET INCOME | $ | $ | |||||||||
| OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||||||||||
| Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates | ( | ||||||||||
| OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | ( | ||||||||||
| COMPREHENSIVE INCOME | |||||||||||
| Less: Comprehensive income attributable to non-controlling interests | |||||||||||
| COMPREHENSIVE INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P. | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
8
HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Quarter ended March 31, 2025 and 2024
(unaudited, in millions)
| Quarter ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of finance costs, discounts and premiums, net | |||||||||||
| Non-cash stock-based compensation expense | |||||||||||
| Other gains | ( | ||||||||||
| Gain on property insurance settlement | ( | ||||||||||
| Equity in earnings of affiliates | ( | ( | |||||||||
| Change in due from/to managers | ( | ( | |||||||||
| Distributions from investments in affiliates | |||||||||||
| Payments for inventory costs | ( | ( | |||||||||
| Changes in other assets | |||||||||||
| Changes in other liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| INVESTING ACTIVITIES | |||||||||||
| Proceeds from sales of assets, net | |||||||||||
| Proceeds from loan receivable | |||||||||||
| Advances to and investments in affiliates | ( | ( | |||||||||
| Capital expenditures: | |||||||||||
| Renewals and replacements | ( | ( | |||||||||
| Return on investment | ( | ( | |||||||||
| Property insurance proceeds | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Draws on credit facility | |||||||||||
| Mortgage debt and other prepayments and scheduled maturities | ( | ||||||||||
| Repurchase of common OP units | ( | ||||||||||
| Distributions on common OP units | ( | ( | |||||||||
| Distributions and payments to non-controlling interests | ( | ||||||||||
| Other financing activities | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effects of exchange rate changes on cash held | ( | ||||||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | ( | ||||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | |||||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
9
HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
Quarter ended March 31, 2025 and 2024
(unaudited)
Supplemental disclosure of cash flow information (in millions):
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the balance sheet to the amount shown in the statements of cash flows:
| March 31, 2025 | March 31, 2024 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash (included in other assets) | |||||||||||
| Cash included in furniture, fixtures and equipment replacement fund | |||||||||||
| Total cash and cash equivalents and restricted cash shown in the statements of cash flows | $ | $ | |||||||||
The following table presents cash paid for the following:
| Quarter ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Total interest paid | $ | $ | |||||||||
| Income taxes paid | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
10
HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Organization
Description of Business
Host Hotels & Resorts, Inc. operates as a self-managed and self-administered real estate investment trust (“REIT”), with its operations conducted solely through Host Hotels & Resorts, L.P. and its subsidiaries. Host Hotels & Resorts, L.P., a Delaware limited partnership, operates through an umbrella partnership structure, with Host Hotels & Resorts, Inc., a Maryland corporation, as its sole general partner. In the notes to these unaudited condensed consolidated financial statements, we use the terms “we” or “our” to refer to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. together, unless the context indicates otherwise. We also use the term “Host Inc.” to refer specifically to Host Hotels & Resorts, Inc., and the term “Host L.P.” to refer specifically to Host Hotels & Resorts, L.P. in cases where it is important to distinguish between Host Inc. and Host L.P. As of March 31, 2025, Host Inc. holds approximately 99 % of Host L.P.’s partnership interests.
Consolidated Portfolio
As of March 31, 2025, our consolidated portfolio, primarily consisting of luxury and upper upscale hotels, is located in the following countries:
| Hotels | |||||
| United States | |||||
| Brazil | |||||
| Canada | |||||
| Total | |||||
2. Summary of Significant Accounting Policies
In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary to present fairly our financial position as of March 31, 2025, the results of our operations for the quarter ended March 31, 2025 and 2024, respectively, and cash flows for the quarter ended March 31, 2025 and 2024, respectively. Interim results are not necessarily indicative of full year performance because of the effect of seasonal variations.
11
HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. Earnings Per Common Share (Unit)
Basic earnings per common share (unit) is computed by dividing net income attributable to common stockholders (unitholders) by the weighted average number of shares of Host Inc. common stock or Host L.P. common units outstanding. Diluted earnings per common share (unit) is computed by dividing net income attributable to common stockholders (unitholders), as adjusted for potentially dilutive securities, by the weighted average number of shares of Host Inc. common stock or Host L.P. common units outstanding plus other potentially dilutive securities. Dilutive securities may include shares granted under comprehensive stock plans or the Host L.P. common units distributed to Host Inc. to support such shares granted, and other non-controlling interests that have the option to convert their limited partner interests to Host L.P. common units. No effect is shown for any securities that are anti-dilutive. There are 9.2 million Host L.P. common units, which are convertible into 9.4 million Host Inc. common shares, that are not included in Host Inc.’s calculation of earnings per share as their effect is not dilutive. The calculation of Host Inc. basic and diluted earnings per common share is shown below (in millions, except per share amounts):
| Quarter ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income | $ | $ | |||||||||
| Less: Net income attributable to non-controlling interests | ( | ( | |||||||||
| Net income attributable to Host Inc. | $ | $ | |||||||||
| Basic weighted average shares outstanding | |||||||||||
| Assuming distribution of common shares granted under the comprehensive stock plans, less shares assumed purchased at market | |||||||||||
| Diluted weighted average shares outstanding | |||||||||||
| Basic earnings per common share | $ | $ | |||||||||
| Diluted earnings per common share | $ | $ | |||||||||
The calculation of Host L.P. basic and diluted earnings per unit is shown below (in millions, except per unit amounts):
| Quarter ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income | $ | $ | |||||||||
| Less: Net income attributable to non-controlling interests | |||||||||||
| Net income attributable to Host L.P. | $ | $ | |||||||||
| Basic weighted average units outstanding | |||||||||||
| Assuming distribution of common units granted under the comprehensive stock plans, less units assumed purchased at market | |||||||||||
| Diluted weighted average units outstanding | |||||||||||
| Basic earnings per common unit | $ | $ | |||||||||
| Diluted earnings per common unit | $ | $ | |||||||||
12
HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4. Revenue
Substantially all our operating results represent revenues and expenses generated by property-level operations. Payments are due from customers when services are provided to them. Due to the short-term nature of our contracts and the almost concurrent receipt of payment, we have no material unearned revenue at quarter end. We collect sales, use, occupancy and similar taxes from our customers, which we present on a net basis (excluded from revenues) on our statements of operations.
Disaggregation of Revenues. While we do not consider the following disclosure of hotel revenues by location to consist of reportable segments, we have disaggregated hotel revenues by market location. Our revenues also are presented by country in Note 8 – Geographic and Business Segment Information.
By Location. The following table presents hotel revenues for each of the geographic locations in our consolidated hotel portfolio (in millions):
| Quarter ended March 31, | ||||||||||||||
| Location | 2025 | 2024 | ||||||||||||
| Florida Gulf Coast | $ | $ | ||||||||||||
| Orlando | ||||||||||||||
| San Diego | ||||||||||||||
| Phoenix | ||||||||||||||
| Maui | ||||||||||||||
| San Francisco/San Jose | ||||||||||||||
| Washington, D.C. (Central Business District) | ||||||||||||||
| New York | ||||||||||||||
| Miami | ||||||||||||||
| Oahu | ||||||||||||||
| Houston | ||||||||||||||
| Los Angeles/Orange County | ||||||||||||||
| San Antonio | ||||||||||||||
| New Orleans | ||||||||||||||
| Jacksonville | ||||||||||||||
| Boston | ||||||||||||||
| Nashville | ||||||||||||||
| Northern Virginia | ||||||||||||||
| Austin | ||||||||||||||
| Chicago | ||||||||||||||
| Denver | ||||||||||||||
| Philadelphia | ||||||||||||||
| Seattle | ||||||||||||||
| Atlanta | ||||||||||||||
| Other | ||||||||||||||
| Domestic | ||||||||||||||
| International | ||||||||||||||
| Total | $ | $ | ||||||||||||
13
HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
5. Property and Equipment
Property and equipment consists of the following (in millions):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Land and land improvements | $ | $ | |||||||||
| Buildings and leasehold improvements | |||||||||||
| Furniture and equipment | |||||||||||
| Construction in progress | |||||||||||
| Less accumulated depreciation and amortization | ( | ( | |||||||||
| $ | $ | ||||||||||
6. Equity of Host Inc. and Capital of Host L.P.
Equity of Host Inc.
The components of the equity of Host Inc. are as follows (in millions):
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Deficit | Non-redeemable, non-controlling interests | Total equity | Redeemable, non-controlling interests | |||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Changes in ownership and other | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock for comprehensive stock plans, net | — | ( | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||
| Dividends declared on common stock | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | ( | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
14
HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Deficit | Non-redeemable, non-controlling interests | Total equity | Redeemable, non-controlling interests | |||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Changes in ownership and other | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||
| Issuance of common stock for comprehensive stock plans, net | — | ( | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||
| Dividends declared on common stock | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
Capital of Host L.P.
As of March 31, 2025, Host Inc. is the owner of approximately 99 % of Host L.P.’s common OP units. The remaining common OP units are owned by unaffiliated limited partners. Each common OP unit may be redeemed for cash or, at the election of Host Inc., Host Inc. common stock, based on the conversion ratio of 1.021494 shares of Host Inc. common stock for each common OP unit.
In exchange for any shares issued by Host Inc., Host L.P. will issue common OP units to Host Inc. based on the applicable conversion ratio. Additionally, funds used by Host Inc. to pay dividends on its common stock are provided by distributions from Host L.P.
The components of the Capital of Host L.P. are as follows (in millions):
| General Partner | Limited Partner | Accumulated Other Comprehensive Loss | Non-controlling interests | Total capital | Limited partnership interests of third parties | ||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||
| Changes in ownership and other | — | — | — | ( | |||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Issuance of common OP units to Host Inc. for comprehensive stock plans, net | — | ( | — | — | ( | — | |||||||||||||||||||||||||||||
| Distributions declared on common OP units | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||
| Repurchase of common OP units | — | ( | — | — | ( | — | |||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
15
HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| General Partner | Limited Partner | Accumulated Other Comprehensive Loss | Non-controlling interests | Total capital | Limited partnership interests of third parties | ||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||
| Changes in ownership and other | — | ( | — | ( | |||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||
| Issuance of common OP units to Host Inc. for comprehensive stock plans, net | — | ( | — | — | ( | — | |||||||||||||||||||||||||||||
| Distributions declared on common OP units | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | ( | ( | — | |||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
Share Repurchases
During the first quarter of 2025, we repurchased 6.3 million shares of Host Inc. common stock at an average price of $15.79 per share, exclusive of commissions, through our common share repurchase program for a total of $100 million. As of March 31, 2025, there was $585 million available for repurchase under our common share repurchase program.
Issuance of Common Stock
As of March 31, 2025, there was $600 million of remaining capacity to issue common shares of Host Inc. under our "at the market" distribution agreement. There were no shares issued during the first quarter of 2025.
Dividends/Distributions
7. Fair Value Measurements
We did not elect the fair value measurement option for any of our financial assets or liabilities. The fair values of notes receivable, secured debt and our credit facility are determined based on the expected future payments discounted at risk-adjusted rates. Our senior notes are valued based on quoted market prices. The fair values of financial instruments not included in this table are estimated to be equal to their carrying amounts.
16
HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The fair value of certain financial assets and financial liabilities is shown below (in millions):
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||
| Financial assets | |||||||||||||||||||||||
| Notes receivable (Level 2) | $ | $ | $ | $ | |||||||||||||||||||
| Financial liabilities | |||||||||||||||||||||||
| Senior notes (Level 1) | |||||||||||||||||||||||
| Credit facility (Level 2) | |||||||||||||||||||||||
| Mortgage debt (Level 2) | |||||||||||||||||||||||
8. Geographic and Business Segment Information
Our chief operating decision maker ("CODM") is our chief executive officer. We consider each one of our hotels to be an operating segment, as we allocate resources and assess operating performance based on individual hotels. All of our hotels meet the aggregation criteria for segment reporting and our other real estate investment activities (primarily our equity method investments, retail spaces and office buildings) are immaterial. As such, we report one segment: hotel ownership. Our consolidated foreign operations consist of hotels in two countries as of March 31, 2025. There were no intersegment sales during the periods presented.
The following table presents total revenues and property and equipment, net, for each of the geographical areas in which we operate (in millions):
| Total Revenues | Property and Equipment, net | ||||||||||||||||||||||
| Quarter ended March 31, | March 31, 2025 | December 31, 2024 | |||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Brazil | |||||||||||||||||||||||
| Canada | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The CODM's primary measure of performance for our reportable segment is Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization ("EBITDA"). The CODM uses EBITDA to analyze how profitable a hotel is, including reviewing how each department at the hotel performed, in comparison to budget and in comparison to prior year performance, when making capital allocation decisions. We do not allocate corporate level income and expenses to segments. Our CODM does not use asset book values in assessing performance or allocating resources for our operating segments and therefore this information is not disclosed.
17
HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents revenues, significant expenses, and EBITDA for our reportable segment (in millions):
| Quarter ended March 31, 2025 | Quarter ended March 31, 2024 | |||||||||||||||||||||||||
| Hotel Ownership | Total | Hotel Ownership | Total | |||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||
| Rooms | $ | $ | $ | $ | ||||||||||||||||||||||
| Food and beverage | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||
| Rooms | ||||||||||||||||||||||||||
| Food and beverage | ||||||||||||||||||||||||||
| Other departmental and support expenses | ||||||||||||||||||||||||||
| Management fees | ||||||||||||||||||||||||||
| Other property-level expenses | ||||||||||||||||||||||||||
Other segment items (1) | ( | ( | ( | ( | ||||||||||||||||||||||
| Segment EBITDA | ||||||||||||||||||||||||||
| Adjustments and reconciling items: | ||||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ||||||||||||||||||||||||
| Corporate and other expenses | ( | ( | ||||||||||||||||||||||||
| Net gain on property insurance settlements | ||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ||||||||||||||||||||||||
| Other gains | ||||||||||||||||||||||||||
| Equity in earnings of affiliates | ||||||||||||||||||||||||||
| Benefit for income taxes | ||||||||||||||||||||||||||
| Consolidated Net Income | $ | $ | ||||||||||||||||||||||||
| Capital Expenditures | $ | $ | $ | $ | ||||||||||||||||||||||
_____________
(1)Other segment items consist of gain on business interruption proceeds for the first quarters of 2025 and 2024. This amount, combined with net gain on property insurance settlements, make up the amount of net gain on insurance settlements on our unaudited condensed consolidated statements of operations.
9. Non-controlling Interests
Host Inc.’s treatment of the non-controlling interests of Host L.P.: Host Inc. adjusts the amount of the non-controlling interests of Host L.P. each period so that the amount presented equals the greater of its carrying amount based on accumulated historical cost or its redemption value. The historical cost is based on the proportional relationship between the historical cost of equity held by our common stockholders relative to that of the common unit holders of Host L.P. The redemption value is based on the amount of cash or Host Inc. common stock, at our option, that would be paid to the non-controlling interests of Host L.P. if it were terminated. We have estimated that the redemption value of the common OP units is equivalent to the number of common shares issuable upon conversion of the common OP units held by third parties valued at the market price of Host Inc. common stock at the balance sheet date. One common OP unit may be exchanged for 1.021494 shares of Host Inc. common stock. Redeemable non-controlling interests of Host L.P. are classified in the mezzanine section of our balance sheets as they do not meet the requirements for equity classification because the redemption feature requires the delivery of registered shares.
18
HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The table below details the historical cost and redemption values for the non-controlling interests of Host L.P.:
| March 31, 2025 | December 31, 2024 | |||||||||||||
| Common OP units outstanding (millions) | ||||||||||||||
| Market price per Host Inc. common share | $ | $ | ||||||||||||
| Shares issuable upon conversion of one common OP unit | ||||||||||||||
| Redemption value (millions) | $ | $ | ||||||||||||
| Historical cost (millions) | ||||||||||||||
| Book value (millions) ⁽¹⁾ | ||||||||||||||
___________
10. Contingencies
While many of our hotels in Florida were affected by Hurricanes Helene and Milton, which made landfall in September and October 2024, respectively, the most significant damage sustained during the storms occurred at The Don CeSar, which reopened to guests on March 26, 2025, as part of a phased reopening.
11. Legal Proceedings
We are involved in various legal proceedings in the ordinary course of business regarding the operation of our hotels and Company matters. To the extent not covered by insurance, these legal proceedings generally fall into the following broad categories: disputes involving hotel-level contracts, employment litigation, compliance with laws such as the Americans with Disabilities Act, tax disputes and other general matters. Under our management agreements, our operators have broad latitude to resolve individual hotel-level claims for amounts generally less than $150,000 . However, for matters exceeding such threshold, our operators may not settle claims without our consent.
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this report. Host Inc. operates as a self-managed and self-administered REIT. Host Inc. is the sole general partner of Host L.P. and holds approximately 99% of its partnership interests. Host L.P. is a limited partnership operating through an umbrella partnership structure. The remaining common OP units are owned by various unaffiliated limited partners.
Forward-Looking Statements
In this quarterly report on Form 10-Q, we make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “expect,” “may,” “intend,” “predict,” “project,” “plan,” “will,” “estimate” and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are based on management’s current expectations and assumptions and are not guarantees of future performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results to differ materially from those anticipated at the time the forward-looking statements are made.
The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
•the effect on lodging demand of (i) changes in national and local economic and business conditions, including concerns about U.S. economic growth and the potential for an economic recession in the United States or globally, or as a result of recent economic uncertainty due to trade disputes, tariffs and other protection measures, the recent high level of inflation, elevated interest rates, global economic prospects, consumer confidence and the value of the U.S. dollar, and (ii) factors that may shape public perception of travel to a particular location, including natural disasters, such as the Maui wildfires in 2023 and Southern California wildfires in 2025, adverse weather events, such as Hurricane Ian in 2022 and Hurricanes Helene and Milton in 2024, or extreme precipitation, pandemics and other public health crises, such as the COVID-19 pandemic, and the occurrence or potential occurrence of terrorist attacks, all of which will affect occupancy rates at our hotels and the demand for hotel products and services;
•risks that U.S. immigration policies and border closings, visa processing times, travel restrictions or advisories, changes in energy prices or changes in foreign exchange rates will suppress international travel to the United States generally or decrease the labor pool, and risks that international U.S. outbound travel may remain elevated relative to historic levels;
•the impact of geopolitical developments outside the U.S., such as large-scale wars or international conflicts, slowing global growth, or trade disputes, tariffs or other trade protection measures between the United States and its trading partners, all of which could cause economic volatility and affect global travel and lodging demand within the United States or result in supply chain disruptions;
•volatility in global financial and credit markets, which could materially adversely affect U.S. and global economic conditions, business activity, and lodging demand as well as negatively impact our ability to obtain financing and increase our borrowing costs;
•future U.S. governmental action to address budget deficits through reductions in spending and similar austerity measures, as well as the impact of potential U.S. government shutdowns, all of which could materially adversely affect U.S. economic conditions, business activity, credit availability and borrowing costs;
•operating risks associated with the hotel business, including the effect of labor stoppages or strikes, increasing operating or labor costs, including increased labor costs in the recent inflationary environment, the ability of our managers to adequately staff our hotels as a result of shortages in labor, changes in immigration laws or their enforcement, and severance and furlough payments to hotel employees or changes in workplace rules that affect labor costs;
•the effect of rating agency downgrades of our debt securities or on the cost and availability of new debt financings;
•the reduction in our operating flexibility and the limitation on our ability to incur debt, pay dividends and make distributions resulting from restrictive covenants in our debt agreements and other risks associated with the
20
amount of our indebtedness or related to restrictive covenants in our debt agreements, including the risk that a default could occur;
•our ability to maintain our hotels in a first-class manner, including meeting capital expenditures requirements, and the effect of renovations, including temporary closures, on our hotel occupancy and financial results;
•the ability of our hotels to compete effectively against other lodging businesses in the highly competitive markets in which we operate in areas such as access, location, quality of accommodations and room rate structures;
•our ability to acquire or develop additional hotels and the risk that potential acquisitions or developments may not perform in accordance with our expectations;
•the ability to complete hotel renovations on schedule and on, or under, budget and the potential for increased costs and construction delays due to shortages of supplies as a result of supply chain disruptions;
•relationships with property managers and joint venture partners and our ability to realize the expected benefits of our joint ventures and other strategic relationships;
•risks associated with a single manager, Marriott International, managing a significant percentage of our hotels;
•changes in the desirability of the geographic regions of the hotels in our portfolio or in the travel patterns of hotel customers;
•decreases in the frequency of business travel that may result from hybrid or remote work environments and other changes to business operations, such as alternatives to in-person meetings, including virtual meetings hosted online or over private teleconferencing networks;
•the continued competition from third-party internet travel intermediaries in attracting and retaining customers, which compete with our hotels;
•our ability to recover fully under our existing insurance policies for terrorist acts and natural disasters and our ability to maintain adequate or full replacement cost “all-risk” property insurance policies on our hotels on commercially reasonable terms;
•the effect of a data breach or significant disruption of hotel operator information technology networks as a result of cyber-attacks;
•the effects of tax legislative action and other changes in laws and regulations, or the interpretation thereof, including the need for compliance with new environmental and safety requirements;
•changes in taxes and government regulations that influence or set wages, hotel employee health care costs, prices, interest rates or construction and maintenance procedures and costs;
•the ability of Host Inc. and each of the REITs acquired, established or to be established by Host Inc. to continue to satisfy complex rules in order to qualify as REITs for U.S. federal income tax purposes and Host Inc.’s and Host L.P.’s ability and the ability of our subsidiaries, and similar entities to be acquired or established by us, to operate effectively within the limitations imposed by these rules; and
•risks associated with our ability to execute our dividend policy, including factors such as investment activity, operating results and the economic outlook, any or all of which may influence the decision of our board of directors as to whether to pay future dividends at levels previously disclosed or to use available cash to pay special dividends.
We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions, including those risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2024 and in other filings with the Securities and Exchange Commission (“SEC”). We caution you not to place undue reliance on these forward-looking statements, which reflect our analysis only and speak as of the date of this report. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that we will attain these expectations or that any deviations will not be material.
21
Operating Results and Outlook
Operating Results
The following table reflects certain line items from our unaudited condensed consolidated statements of operations and significant operating statistics (in millions, except per share and hotel statistics):
| Historical Income Statement Data: | |||||||||||||||||
| Quarter ended March 31, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| Total revenues | $ | 1,594 | $ | 1,471 | 8.4 | % | |||||||||||
| Net income | 251 | 272 | (7.7 | %) | |||||||||||||
| Operating profit | 285 | 291 | (2.1 | %) | |||||||||||||
| Operating profit margin under GAAP | 17.9 | % | 19.8 | % | (190) | bps | |||||||||||
EBITDAre⁽¹⁾ | $ | 508 | $ | 504 | 0.8 | % | |||||||||||
Adjusted EBITDAre⁽¹⁾ | 514 | 489 | 5.1 | % | |||||||||||||
| Diluted earnings per common share | 0.35 | 0.38 | (7.9 | %) | |||||||||||||
| NAREIT FFO per diluted share⁽¹⁾ | 0.63 | 0.60 | 5.0 | % | |||||||||||||
| Adjusted FFO per diluted share⁽¹⁾ | 0.64 | 0.61 | 4.9 | % | |||||||||||||
| Comparable Hotel Data: | |||||||||||||||||
| Quarter ended March 31, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| Comparable hotel revenues⁽¹⁾ | $ | 1,583 | $ | 1,512 | 4.7 | % | |||||||||||
| Comparable hotel EBITDA⁽¹⁾ | 504 | 476 | 5.8 | % | |||||||||||||
| Comparable hotel EBITDA margin⁽¹⁾ | 31.8 | % | 31.5 | % | 30 | bps | |||||||||||
| Comparable hotel Total RevPAR⁽¹⁾ | $ | 408.57 | $ | 386.06 | 5.8 | % | |||||||||||
| Comparable hotel RevPAR⁽¹⁾ | 240.18 | 224.52 | 7.0 | % | |||||||||||||
___________
(1)EBITDAre, Adjusted EBITDAre, NAREIT FFO per diluted share and Adjusted FFO per diluted share and comparable hotel operating results (including hotel revenues and hotel EBITDA and margins) are non-GAAP financial measures within the meaning of the rules of the SEC. See “Non-GAAP Financial Measures” and "Comparable Hotel Operating Statistics and Results" for more information on these measures, including why we believe these supplemental measures are useful, reconciliations to the most directly comparable GAAP measure, and the limitations on the use of these supplemental measures. Additionally, comparable hotel results and statistics are based on 79 comparable hotels as of March 31, 2025 and include adjustments for non-comparable hotels, dispositions and acquisitions. See Comparable Hotel RevPAR Overview for results of the portfolio based on our ownership period, without these adjustments.
Revenues
Total revenues increased $123 million, or 8.4%, as compared to the first quarter of 2024, driven by a 5.7% increase in room rates at our comparable hotels as well as continued strong group business driving food and beverage revenues. The first quarter also benefited from the 2024 acquisitions of the 1 Hotel Nashville and Embassy Suites by Hilton Nashville Downtown, 1 Hotel Central Park and The Ritz-Carlton O'ahu, Turtle Bay. However, this was partially offset by the closure of The Don CeSar through March 26, 2025, following the impacts of Hurricanes Helene and Milton in September and October 2024, respectively. Comparable hotel RevPAR increased 7.0% for the quarter, primarily due to the increase in room rates, reflecting continued strong group demand, improving recovery in Maui for the quarter as well as market specific events such as the inauguration in Washington, D.C. and the Super Bowl in New Orleans.
Comparable hotel Total RevPAR increased 5.8% for the first quarter, compared to 2024, primarily due to the rate increases and improvements in food and beverage revenues driven by continued strength in group business. The growth was led by our Washington, D.C., Nashville and New York markets with increases of 19.2%, 16.8% and 14.0%, respectively, in the first quarter, driven by both rate and occupancy growth. The Washington, D.C. market benefited from
22
the Presidential Inauguration, while the increases at our Nashville and New York properties were driven by group business. Our New Orleans market also outperformed with growth of 9.6% due to the Super Bowl. These strong performances were partially offset by comparable hotel Total RevPAR declines in our San Diego and Seattle markets of 4.2% and 1.8%, respectively. In San Diego, there were less citywide events leading to a decline in group demand, while our Seattle properties had less contribution from group business. Comparable hotel Total RevPAR in our Maui market grew 6.8% over the first quarter of 2024, as its recovery from the wildfires continues.
Operating profit
For the first quarter of 2025 operating profit margin (under GAAP) declined 190 basis points to 17.9%, primarily due to a $21 million decrease in insurance gains recognized during the quarter. Our comparable hotel EBITDA margin was 31.8%, an increase of 30 basis points compared to the same period in 2024, as improvements in average rates were able to offset an increase in wages expense.
Net income, Adjusted EBITDAre and Adjusted FFO per share
Net income decreased $21 million, or 7.7%, for the quarter, primarily due to a decline in gains on insurance settlements and an increase in interest expense, partially offset by the improvements in operations. These changes led to a decrease in diluted earnings per share of $0.03, or 7.9%, for the quarter. Adjusted EBITDAre, which excludes property insurance gains and interest expense, among other items, increased $25 million to $514 million. Adjusted FFO per diluted share increased $0.03 to $0.64 for the first quarter, reflecting the improvement in Adjusted EBITDAre, partially offset by an increase in interest expense which is included in Adjusted FFO per diluted share but not Adjusted EBITDAre.
Outlook
During the first quarter of 2025, group business at our properties remained strong, driven by higher average rates as well as occupancy improvements at our resorts. In addition, first quarter results reflect the improving leisure demand on Maui and a continued recovery in business transient. The first quarter of 2025 also benefited from special events, including the Presidential Inauguration in Washington, D.C. and the Super Bowl in New Orleans. Overall, the first quarter results have not reflected material impacts from recent economic policy changes.
However, on the macroeconomic front, recent heightened uncertainty surrounding trade policy and government spending are expected to weigh on growth through the remainder of 2025. Historically, economic uncertainty has hindered business investment, which is strongly correlated to business transient and group demand. Additionally, international inbound faces headwinds from U.S. trade and other policies, while the full economic impact of heightened tariffs and financial market volatility remains fluid. Other risks to economic growth remain, including high interest rates and geopolitical instability. As a result, leading indicators point toward slower economic growth for the remainder of 2025. The April 2025 Blue Chip Economic Indicators survey shows a sharp downward revision to consensus expectations for U.S. GDP growth in 2025, from 2.0% down to 1.4%, reflecting an immediate reaction to the initial tariff announcements. Business investment growth is also anticipated to slow over the coming year due to the heightened uncertainty and anticipated margin pressures, with only 1.2% growth, down from a 2.3% growth forecast in February.
Hotel supply growth expectations remain below the historical average, although we expect to see above-average growth in a few markets where our hotels are located. Supply chain challenges, which may be exacerbated by current tariffs and trade policies, have resulted in project delays across the U.S., and a prolonged tight lending environment has created construction financing challenges for future projects. We anticipate that the construction pipeline will remain modest until macroeconomic uncertainty moderates and interest rates decline further.
Despite the macroeconomic uncertainty, we are maintaining our prior 2025 comparable hotel RevPAR growth guidance range, as there have not been any material declines in demand trends, though we are beginning to see moderating trends in group lead volume. Our forecast assumes comparable hotel RevPAR growth will be between 0.5% and 2.5% for the full year 2025. The forecast assumes a moderate recovery at our Maui properties; however, the timing of Maui's full recovery remains uncertain. In addition, we continue to expect margins to decline in comparison to 2024, driven by higher wages and benefits, including increases driven by new union contracts in certain cities, as well as growth in insurance and real estate taxes.
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As discussed above, the current outlook for the lodging industry remains uncertain, reflecting varying analyst assumptions surrounding the impact of trade policy, financial market volatility, reductions in government employment and escalating geopolitical conflicts. Therefore, there can be no assurances as to lodging demand performance for any number of reasons, including, but not limited to, deteriorating macroeconomic conditions.
Strategic Initiatives
Capital Projects. During the first quarter of 2025, we spent approximately $46 million on return on investment ("ROI") capital projects, $61 million on renewal and replacement projects, and $39 million on hurricane and other restoration work. This included our continuing restoration efforts at The Don CeSar following Hurricanes Helene and Milton, for which we estimate the total property reconstruction and remediation costs, including resiliency enhancements, to be approximately $100 million to $110 million of which approximately 25-30% relates to remediation costs. The Don CeSar reopened to guests on March 26, 2025, as part of a phased reopening, with amenities such as the retail space, restaurant and second pool expected to re-open in the summer of 2025. As of April 30, 2025, we have received total insurance proceeds of $20 million related to our claims, of which $10 million has been recognized as business interruption proceeds in the first quarter of 2025.
In collaboration with Hyatt, we initiated a transformational capital program in 2023 on six properties in our portfolio. These investments are intended to position the targeted hotels to compete better in their respective markets while seeking to enhance long-term performance. We expect to invest approximately $125 million to $200 million per year on this program through 2027. Hyatt has agreed to provide additional priority returns on the agreed upon investments and operating profit guarantees totaling $40 million to offset expected business disruptions.
Approximately 45% of the total estimated costs of the program have been spent as of March 31, 2025, and we spent approximately $19 million during the first quarter of 2025, which is included in ROI capital projects. During the first quarter of 2025, we completed the project at Grand Hyatt Atlanta in Buckhead and expect to complete projects at the Hyatt Regency Austin and Hyatt Regency Washington on Capitol Hill later this year.
For full year 2025, we expect total capital expenditures of $580 million to $670 million, consisting of ROI projects of approximately $270 million to $315 million, renewal and replacement expenditures of $240 million to $275 million, and $70 million to $80 million for the restoration work from the damage caused by Hurricanes Helene and Milton. The full year ROI project spend includes approximately $170 million to $180 million for the Hyatt transformational capital program discussed above.
Construction continued on the development of 40 condominiums on a five-acre development parcel to be Four Seasons-branded and managed residences at the Four Seasons Resort Orlando at Walt Disney World® Resort. The mid-rise building is expected to be completed in the fourth quarter of 2025, and the villas are expected to be completed in the first half of 2026. During the first quarter of 2025, we spent $19 million in development costs for this project and expect full year 2025 development costs for this project to be $75 million to $85 million.
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Results of Operations
The following table reflects certain line items from our unaudited condensed consolidated statements of operations (in millions, except percentages):
| Quarter ended March 31, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| Total revenues | $ | 1,594 | $ | 1,471 | 8.4 | % | |||||||||||
| Operating costs and expenses: | |||||||||||||||||
| Property-level costs ⁽¹⁾ | 1,288 | 1,184 | 8.8 | % | |||||||||||||
| Corporate and other expenses | 31 | 27 | 14.8 | % | |||||||||||||
| Net gain on insurance settlements | 10 | 31 | (67.7) | % | |||||||||||||
| Operating profit | 285 | 291 | (2.1) | % | |||||||||||||
| Interest expense | 57 | 47 | 21.3 | % | |||||||||||||
| Other gains | 4 | — | N/M | ||||||||||||||
| Benefit for income taxes | 1 | 2 | (50.0) | % | |||||||||||||
| Host Inc.: | |||||||||||||||||
| Net income attributable to non-controlling interests | 3 | 4 | (25.0) | % | |||||||||||||
| Net income attributable to Host Inc. | 248 | 268 | (7.5) | % | |||||||||||||
| Host L.P.: | |||||||||||||||||
| Net income attributable to non-controlling interests | — | — | — | % | |||||||||||||
| Net income attributable to Host L.P. | 251 | 272 | (7.7) | % | |||||||||||||
___________
(1)Amounts represent total operating costs and expenses from our unaudited condensed consolidated statements of operations, less corporate and other expenses and net gain on insurance settlements.
N/M = Not meaningful.
Statement of Operations Results and Trends
Hotel Sales Overview
The following table presents total revenues in accordance with GAAP and includes all consolidated hotels (in millions, except percentages):
| Quarter ended March 31, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| Revenues: | |||||||||||||||||
| Rooms | $ | 938 | $ | 853 | 10.0 | % | |||||||||||
| Food and beverage | 503 | 473 | 6.3 | % | |||||||||||||
| Other | 153 | 145 | 5.5 | % | |||||||||||||
| Total revenues | $ | 1,594 | $ | 1,471 | 8.4 | % | |||||||||||
Total revenues for the first quarter increased 8.4% compared to the first quarter of 2024, due to an increase in room rates, improvements in food and beverage revenues driven by continued strong group business, improving leisure demand on Maui, and other market-specific events. Our 2025 revenues also benefited from the operations of our 2024
25
acquisitions, including 1 Hotel Nashville and Embassy Suites by Hilton Nashville Downtown acquired in April 2024, 1 Hotel Central Park acquired in July 2024, and The Ritz-Carlton O'ahu, Turtle Bay acquired in July 2024 (collectively, the "2024 Acquisitions"). The improvements were partially offset by the closure of The Don CeSar, which closed in September 2024 due to Hurricanes Helene and Milton, and reopened on March 26, 2025.
Rooms. Total rooms revenues increased $85 million, or 10.0%, for the first quarter compared to 2024, reflecting the operations of the 2024 Acquisitions and an increase at our comparable hotels of $51 million, or 5.8%, for the quarter driven by a 5.7% increase in average room rate coupled with an 80 basis point improvement in occupancy.
Food and beverage. Total food and beverage ("F&B") revenues increased $30 million, or 6.3%, for the first quarter compared to 2024 due to the 2024 Acquisitions and an increase in comparable F&B revenues of $18 million, or 3.7%, which was driven by contribution growth in banquet and audio-visual revenues, as well as an increase in outlet revenues from the improving recovery on Maui.
Other revenues. Total other revenues increased $8 million, or 5.5%, for the first quarter compared to 2024 driven by results from the 2024 Acquisitions. Other revenues at our comparable hotels increased $2 million, or 1.3%, primarily due to an increase in spa, golf and other ancillary revenues as the recovery continues on Maui, though these increases were partially offset by a decrease in attrition and cancelation fees from record levels recorded in the first quarter of 2024 related to Maui.
Property-level Operating Expenses
The following table presents property-level operating expenses in accordance with GAAP and includes all consolidated hotels (in millions, except percentages):
| Quarter ended March 31, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| Expenses: | |||||||||||||||||
| Rooms | $ | 225 | $ | 202 | 11.4 | % | |||||||||||
| Food and beverage | 323 | 295 | 9.5 | % | |||||||||||||
| Other departmental and support expenses | 364 | 334 | 9.0 | % | |||||||||||||
| Management fees | 69 | 69 | — | % | |||||||||||||
| Other property-level expenses | 111 | 104 | 6.7 | % | |||||||||||||
| Depreciation and amortization | 196 | 180 | 8.9 | % | |||||||||||||
| Total property-level operating expenses | $ | 1,288 | $ | 1,184 | 8.8 | % | |||||||||||
Our operating costs and expenses, which consist of both fixed and variable components, are affected by several factors. Rooms expenses are affected mainly by occupancy, which drives costs related to items such as housekeeping, reservation systems, room supplies, laundry services and front desk costs. Food and beverage expenses correlate closely with food and beverage revenues and are affected by occupancy and the mix of business between banquet, audio-visual and outlet sales. However, the most significant expense for the rooms, food and beverage, and other departmental and support expenses is wages and employee benefits, which comprise approximately 57% of these expenses. For the first quarter of 2025, these expenses increased approximately 6% on a per available room basis compared to 2024, primarily due to an overall increase in general wage rates and benefits. Wage and benefit rate inflation is expected to be approximately 6% in 2025.
Other property-level expenses consist of property taxes, the amounts and structure of which are highly dependent on local jurisdiction taxing authorities, and property and general liability insurance, all of which do not necessarily increase or decrease based on similar changes in revenues at our hotels.
The increase in expenses for the first quarter of 2025 compared to 2024 for rooms, food and beverage, and other departmental and support was generally due to the corresponding increases in revenues due to the 2024 Acquisitions, and
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also reflected increased expenses at our comparable hotels primarily due to increased wages and benefits, as described below:
Rooms. Rooms expenses increased $23 million, or 11.4%, for the quarter. Our comparable hotels rooms expenses increased $13 million, or 6.2%, for the quarter driven by an overall increase in wage rates.
Food and beverage. F&B expenses increased $28 million, or 9.5%, for the quarter. For our comparable hotels, F&B expenses increased $16 million, or 5.3%, for the quarter. Overall, F&B costs as a percentage of revenues increased slightly year over year as a result of increased wages and benefits.
Other departmental and support expenses. Other departmental and support expenses increased $30 million, or 9.0%, for the quarter. On a comparable hotel basis, other departmental and support expenses increased $11 million, or 3.3%, for the quarter. These increases were primarily due to higher wage expense.
Management fees. Total management fees were flat for the quarter. Base management fees, which generally are calculated as a percentage of total revenues, increased $3 million, or 7.3%, for the quarter. At our comparable hotels, base management fees increased $2 million, or 4.3%. Incentive management fees, which generally are based on the amount of operating profit at each hotel after we receive a priority return on our investment, decreased $3 million, or 10.7%, for the quarter, while incentive management fees were flat at our comparable hotels.
Other property-level expenses. These expenses generally do not vary significantly based on occupancy and include expenses such as property taxes and insurance. Other property-level expenses increased $7 million, or 6.7%, for the quarter, due to the 2024 Acquisitions. Other property-level expenses at our comparable hotels increased $2 million, or 2.0%, for the quarter. Other property-level expenses were partially offset by the receipt of operating profit guarantees under the transformational capital programs in both 2025 and 2024.
Other Income and Expense
Corporate and other expenses. The following table details our corporate and other expenses for the quarters (in millions):
| Quarter ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| General and administrative costs | $ | 25 | $ | 21 | |||||||
| Non-cash stock-based compensation expense | 6 | 6 | |||||||||
| Total | $ | 31 | $ | 27 | |||||||
Net gain on insurance settlements. The following table details our gain on insurance settlements for property damage and business interruption, net of property damage and remediation losses, related to Hurricanes Ian, Helene and Milton for the quarters (in millions):
| Quarter ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Property damage | |||||||||||
| Hurricane Ian | $ | — | $ | 21 | |||||||
| Business interruption | |||||||||||
| Hurricanes Helene/Milton | 10 | — | |||||||||
| Hurricane Ian | — | 10 | |||||||||
| Net gain on insurance settlements | $ | 10 | $ | 31 | |||||||
Interest expense. Interest expense increased for the quarter due primarily to higher outstanding debt balances during the first quarter of 2025 compared to 2024, as we refinanced $400 million of senior notes in 2024 through the
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issuances of $1.3 billion of senior notes at higher interest rates, and also used the proceeds to partially fund the 2024 Acquisitions. The following table details our interest expense for the quarters (in millions):
| Quarter ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash interest expense ⁽¹⁾ | $ | 54 | $ | 45 | |||||||
| Non-cash interest expense | 3 | 2 | |||||||||
| Total interest expense | $ | 57 | $ | 47 | |||||||
_________
(1)Including the change in accrued interest, total cash interest paid was $56 million and $39 million for the quarters ended March 31, 2025 and 2024, respectively.
Benefit for income taxes. We lease substantially all our properties to consolidated subsidiaries designated as taxable REIT subsidiaries (“TRS”) for U.S. federal income tax purposes. Taxable income or loss generated/incurred by the TRS primarily represents hotel-level operations, net of the aggregate rent paid to Host L.P. by the TRS, on which we record an income tax provision or benefit. For the first quarter of 2025, we recorded a net income tax benefit of $1 million, primarily due to a loss recorded by the TRS.
Comparable Hotel RevPAR Overview
We discuss operating results for our hotels on a comparable hotel basis. Comparable hotels are those properties that we consolidate as of the reporting date. Comparable hotels do not include the results of hotels sold or classified as held-for-sale, hotels that have sustained substantial property damage or business interruption, or hotels that have undergone large-scale capital projects, in each case requiring closures lasting one month or longer during the reporting periods being compared. See “Comparable Hotel Operating Statistics and Results” below for more information on how we determine our comparable hotels.
We also include, following the comparable hotels results by geographic location, the same operating statistics presentation on an actual basis, which includes results for our portfolio for the time period of our ownership, including the results of non-comparable properties, dispositions through their date of disposal and acquisitions beginning as of the date of acquisition. Lastly, we discuss our hotel results by mix of business (i.e., transient, group, or contract).
Hotel Operating Data by Location
The following tables set forth performance information for our hotels by geographic location for the quarters ended March 31, 2025 and 2024, respectively, on a comparable hotel and actual basis:
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Comparable Hotel Results by Location
As of March 31, 2025 | Quarter ended March 31, 2025 | Quarter ended March 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Location | No. of Properties | No. of Rooms | Average Room Rate | Average Occupancy Percentage | RevPAR | Total RevPAR | Average Room Rate | Average Occupancy Percentage | RevPAR | Total RevPAR | Percent Change in RevPAR | Percent Change in Total RevPAR | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Miami | 2 | 1,038 | $ | 652.77 | 84.1 | % | $ | 548.88 | $ | 921.13 | $ | 635.30 | 82.0 | % | $ | 520.71 | $ | 867.57 | 5.4 | % | 6.2 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
| Florida Gulf Coast | 4 | 1,529 | 637.22 | 81.6 | % | 519.77 | 1,103.93 | 626.36 | 81.6 | % | 511.02 | 1,034.79 | 1.7 | % | 6.7 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Maui | 3 | 1,580 | 683.78 | 75.0 | % | 513.04 | 788.61 | 672.67 | 65.8 | % | 442.71 | 738.07 | 15.9 | % | 6.8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Phoenix | 3 | 1,545 | 500.68 | 81.3 | % | 407.28 | 890.19 | 490.11 | 81.3 | % | 398.36 | 854.54 | 2.2 | % | 4.2 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Oahu (1) | 2 | 876 | 483.66 | 83.8 | % | 405.20 | 625.53 | 436.64 | 82.0 | % | 358.07 | 571.45 | 13.2 | % | 9.5 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Jacksonville | 1 | 446 | 524.64 | 68.0 | % | 356.95 | 828.70 | 528.66 | 64.6 | % | 341.31 | 774.19 | 4.6 | % | 7.0 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Orlando | 2 | 2,448 | 435.81 | 73.3 | % | 319.65 | 660.15 | 407.08 | 74.2 | % | 302.14 | 637.59 | 5.8 | % | 3.5 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nashville | 2 | 721 | 324.92 | 80.4 | % | 261.13 | 451.22 | 310.63 | 73.8 | % | 229.37 | 386.44 | 13.9 | % | 16.8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| New York | 3 | 2,720 | 327.97 | 79.0 | % | 258.99 | 382.34 | 307.03 | 74.1 | % | 227.59 | 335.44 | 13.8 | % | 14.0 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Los Angeles/Orange County | 3 | 1,067 | 311.12 | 79.2 | % | 246.38 | 368.36 | 299.02 | 74.8 | % | 223.80 | 334.70 | 10.1 | % | 10.1 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Washington, D.C. (CBD) | 5 | 3,245 | 328.11 | 68.0 | % | 223.24 | 322.78 | 275.83 | 66.9 | % | 184.43 | 270.75 | 21.0 | % | 19.2 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| San Diego | 3 | 3,294 | 301.96 | 72.7 | % | 219.60 | 433.52 | 294.27 | 77.4 | % | 227.67 | 452.71 | (3.5 | %) | (4.2 | %) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| San Francisco/San Jose | 6 | 4,162 | 300.24 | 63.6 | % | 191.05 | 285.73 | 290.06 | 64.0 | % | 185.67 | 280.40 | 2.9 | % | 1.9 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| New Orleans | 1 | 1,333 | 256.20 | 71.4 | % | 182.91 | 278.00 | 211.33 | 74.6 | % | 157.65 | 253.56 | 16.0 | % | 9.6 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Austin | 2 | 767 | 267.21 | 67.4 | % | 180.05 | 324.90 | 276.13 | 64.7 | % | 178.72 | 323.83 | 0.7 | % | 0.3 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Northern Virginia | 2 | 916 | 271.39 | 65.4 | % | 177.61 | 289.32 | 244.11 | 67.8 | % | 165.55 | 265.89 | 7.3 | % | 8.8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Philadelphia | 2 | 810 | 217.69 | 76.8 | % | 167.08 | 260.44 | 202.76 | 72.8 | % | 147.59 | 228.90 | 13.2 | % | 13.8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Houston | 5 | 1,942 | 232.08 | 71.7 | % | 166.43 | 238.70 | 223.14 | 74.6 | % | 166.45 | 231.31 | — | % | 3.2 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Boston | 2 | 1,496 | 235.02 | 64.9 | % | 152.52 | 223.00 | 224.11 | 67.9 | % | 152.09 | 221.78 | 0.3 | % | 0.6 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| San Antonio | 2 | 1,512 | 229.79 | 66.3 | % | 152.40 | 252.38 | 229.52 | 66.1 | % | 151.75 | 252.73 | 0.4 | % | (0.1 | %) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Atlanta | 2 | 810 | 222.74 | 67.3 | % | 149.83 | 256.93 | 213.56 | 61.6 | % | 131.66 | 227.78 | 13.8 | % | 12.8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Seattle | 2 | 1,315 | 212.06 | 54.7 | % | 116.05 | 159.55 | 210.91 | 52.7 | % | 111.05 | 162.48 | 4.5 | % | (1.8 | %) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Denver | 3 | 1,342 | 183.68 | 55.6 | % | 102.11 | 159.71 | 177.37 | 55.3 | % | 98.05 | 159.53 | 4.1 | % | 0.1 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Chicago | 3 | 1,562 | 186.39 | 53.0 | % | 98.78 | 147.67 | 179.25 | 55.7 | % | 99.76 | 145.54 | (1.0 | %) | 1.5 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | 9 | 3,007 | 346.28 | 60.5 | % | 209.34 | 325.66 | 326.67 | 58.0 | % | 189.42 | 295.98 | 10.5 | % | 10.0 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Domestic | 74 | 41,483 | 351.34 | 69.7 | % | 245.06 | 418.32 | 331.61 | 69.1 | % | 229.10 | 394.91 | 7.0 | % | 5.9 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| International | 5 | 1,499 | 172.01 | 61.0 | % | 104.88 | 136.91 | 173.64 | 56.1 | % | 97.47 | 139.44 | 7.6 | % | (1.8 | %) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| All Locations | 79 | 42,982 | $ | 345.86 | 69.4 | % | $ | 240.18 | $ | 408.57 | $ | 327.11 | 68.6 | % | $ | 224.52 | $ | 386.06 | 7.0 | % | 5.8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
___________
(1) Prior to our ownership of The Ritz Carlton O'ahu, Turtle Bay, golf revenues were recorded by the property based on gross sales. After our acquisition of the property in July 2024, the golf course operates under a lease agreement, under which we record rental income, resulting in lower total revenues when compared to the periods prior to our ownership.
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Results by Location - actual, based on ownership period(1)
As of March 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Quarter ended March 31, 2025 | Quarter ended March 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Location | No. of Properties | No. of Properties | Average Room Rate | Average Occupancy Percentage | RevPAR | Total RevPAR | Average Room Rate | Average Occupancy Percentage | RevPAR | Total RevPAR | Percent Change in RevPAR | Percent Change in Total RevPAR | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Miami | 2 | 2 | $ | 652.77 | 84.1 | % | $ | 548.88 | $ | 921.13 | $ | 635.30 | 82.0 | % | $ | 520.71 | $ | 867.57 | 5.4 | % | 6.2 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
| Florida Gulf Coast | 5 | 5 | 626.09 | 69.5 | % | 434.83 | 913.78 | 604.37 | 80.9 | % | 488.72 | 983.10 | (11.0 | %) | (7.1 | %) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Maui | 3 | 3 | 683.78 | 75.0 | % | 513.04 | 788.61 | 672.67 | 65.8 | % | 442.71 | 738.07 | 15.9 | % | 6.8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Phoenix | 3 | 3 | 500.68 | 81.3 | % | 407.28 | 890.19 | 490.11 | 81.3 | % | 398.36 | 854.54 | 2.2 | % | 4.2 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Oahu | 2 | 1 | 483.66 | 83.8 | % | 405.20 | 625.53 | 208.11 | 97.6 | % | 203.11 | 236.24 | 99.5 | % | 164.8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Jacksonville | 1 | 1 | 524.64 | 68.0 | % | 356.95 | 828.70 | 528.66 | 64.6 | % | 341.31 | 774.19 | 4.6 | % | 7.0 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Orlando | 2 | 2 | 435.81 | 73.3 | % | 319.65 | 660.15 | 407.08 | 74.2 | % | 302.14 | 637.59 | 5.8 | % | 3.5 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nashville | 2 | — | 324.92 | 80.4 | % | 261.13 | 451.22 | — | — | % | — | — | — | % | — | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| New York | 3 | 2 | 327.97 | 79.0 | % | 258.99 | 382.34 | 289.59 | 74.0 | % | 214.29 | 317.47 | 20.9 | % | 20.4 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Los Angeles/Orange County | 3 | 3 | 311.12 | 79.2 | % | 246.38 | 368.36 | 299.02 | 74.8 | % | 223.80 | 334.70 | 10.1 | % | 10.1 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Washington, D.C. (CBD) | 5 | 5 | 328.11 | 68.0 | % | 223.24 | 322.78 | 275.83 | 66.9 | % | 184.43 | 270.75 | 21.0 | % | 19.2 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| San Diego | 3 | 3 | 301.96 | 72.7 | % | 219.60 | 433.52 | 294.27 | 77.4 | % | 227.67 | 452.71 | (3.5 | %) | (4.2 | %) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| San Francisco/San Jose | 6 | 6 | 300.24 | 63.6 | % | 191.05 | 285.73 | 290.06 | 64.0 | % | 185.67 | 280.40 | 2.9 | % | 1.9 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| New Orleans | 1 | 1 | 256.20 | 71.4 | % | 182.91 | 278.00 | 211.33 | 74.6 | % | 157.65 | 253.56 | 16.0 | % | 9.6 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Austin | 2 | 2 | 267.21 | 67.4 | % | 180.05 | 324.90 | 276.13 | 64.7 | % | 178.72 | 323.83 | 0.7 | % | 0.3 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Northern Virginia | 2 | 2 | 271.39 | 65.4 | % | 177.61 | 289.32 | 244.11 | 67.8 | % | 165.55 | 265.89 | 7.3 | % | 8.8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Philadelphia | 2 | 2 | 217.69 | 76.8 | % | 167.08 | 260.44 | 202.76 | 72.8 | % | 147.59 | 228.90 | 13.2 | % | 13.8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Houston | 5 | 5 | 232.08 | 71.7 | % | 166.43 | 238.70 | 223.14 | 74.6 | % | 166.45 | 231.31 | — | % | 3.2 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Boston | 2 | 2 | 235.02 | 64.9 | % | 152.52 | 223.00 | 224.11 | 67.9 | % | 152.09 | 221.78 | 0.3 | % | 0.6 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| San Antonio | 2 | 2 | 229.79 | 66.3 | % | 152.40 | 252.38 | 229.52 | 66.1 | % | 151.75 | 252.73 | 0.4 | % | (0.1 | %) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Atlanta | 2 | 2 | 222.74 | 67.3 | % | 149.83 | 256.93 | 213.56 | 61.6 | % | 131.66 | 227.78 | 13.8 | % | 12.8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Seattle | 2 | 2 | 212.06 | 54.7 | % | 116.05 | 159.55 | 210.91 | 52.7 | % | 111.05 | 162.48 | 4.5 | % | (1.8 | %) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Denver | 3 | 3 | 183.68 | 55.6 | % | 102.11 | 159.71 | 177.37 | 55.3 | % | 98.05 | 159.53 | 4.1 | % | 0.1 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Chicago | 3 | 3 | 186.39 | 53.0 | % | 98.78 | 147.67 | 179.25 | 55.7 | % | 99.76 | 145.54 | (1.0 | %) | 1.5 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | 10 | 10 | 371.12 | 60.7 | % | 225.44 | 350.98 | 351.34 | 58.4 | % | 205.11 | 320.77 | 9.9 | % | 9.4 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Domestic | 76 | 72 | 352.99 | 69.3 | % | 244.68 | 417.24 | 329.69 | 69.1 | % | 227.73 | 393.64 | 7.4 | % | 6.0 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| International | 5 | 5 | 172.01 | 61.0 | % | 104.88 | 136.91 | 173.64 | 56.1 | % | 97.47 | 139.44 | 7.6 | % | (1.8 | %) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| All Locations | 81 | 77 | $ | 347.48 | 69.0 | % | $ | 239.86 | $ | 407.62 | $ | 325.14 | 68.6 | % | $ | 223.09 | $ | 384.62 | 7.5 | % | 6.0 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
___________
(1)Represents the results of the portfolio for the time period of our ownership, including the results of non-comparable properties, dispositions through their date of disposal and acquisitions beginning as of the date of acquisition.
Hotel Business Mix
Our customers fall into three broad categories: transient, group, and contract business, which accounted for approximately 60%, 36%, and 4%, respectively, of our full year 2024 room sales. The information below is derived from business mix results from the 79 comparable hotels owned as of March 31, 2025. For additional detail on our business mix, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10‑K.
For the first quarter, group revenue increased by 5.9% compared to 2024, driven by a 6.5% increase in average rates in part due to special events, including the inauguration in Washington, D.C. and the Super Bowl in New Orleans. In addition, transient revenue increased by 4.7% for the first quarter, reflecting the improving leisure demand on Maui and an increase in transient demand at our other resorts. Results reflect lower group room nights in the first quarter of 2025 as
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compared to 2024 as our properties in Maui benefited from recovery and relief group business in the first quarter of 2024, which was more than offset by the increase in group room rates.
The following are the results of our transient, group and contract business:
| Quarter ended March 31, 2025 | |||||||||||||||||
Transient business | Group business | Contract business | |||||||||||||||
| Room nights (in thousands) | 1,362 | 1,136 | 193 | ||||||||||||||
| Percent change in room nights vs. same period in 2024 | (0.8 | %) | (0.6 | %) | 11.4 | % | |||||||||||
| Rooms revenues (in millions) | $ | 523 | $ | 365 | $ | 43 | |||||||||||
| Percent change in revenues vs. same period in 2024 | 4.7 | % | 5.9 | % | 20.5 | % | |||||||||||
Liquidity and Capital Resources
Liquidity and Capital Resources of Host Inc. and Host L.P. The liquidity and capital resources of Host Inc. and Host L.P. are derived primarily from the activities of Host L.P., which generates the capital required by our business from hotel operations, the incurrence of debt, the issuance of OP units or the sale of hotels. Host Inc. is a REIT, and its only significant asset is the ownership of general and limited partner interests of Host L.P.; therefore, its financing and investing activities are conducted through Host L.P., except for the issuance of its common and preferred stock. Proceeds from common and preferred stock issuances by Host Inc. are contributed to Host L.P. in exchange for common and preferred OP units. Additionally, funds used by Host Inc. to pay dividends or to repurchase its stock are provided by Host L.P. Therefore, while we have noted those areas in which it is important to distinguish between Host Inc. and Host L.P., we have not included a separate discussion of liquidity and capital resources as the discussion below applies to both Host Inc. and Host L.P.
Overview. We look to maintain a capital structure and liquidity profile with an appropriate balance of cash, debt, and equity to provide financial flexibility given the inherent volatility of the lodging industry. We believe this strategy has resulted in a better cost of debt capital, allowing us to complete opportunistic investments and acquisitions and positioning us to manage potential declines in operations throughout the lodging cycle. We have structured our debt profile to maintain a balanced maturity schedule and to minimize the number of assets that are encumbered by mortgage debt. Currently, only one of our consolidated hotels is encumbered by mortgage debt. We intend to use available cash in the near term predominantly to fund, and believe we have sufficient liquidity to fund, corporate expenses, capital expenditures, hotel acquisitions and dividends and remain well positioned to execute additional investment transactions to the extent opportunities arise.
Cash Requirements. We use cash for acquisitions, capital expenditures, debt payments, operating costs, and corporate and other expenses, as well as for dividends and distributions to stockholders and to OP unitholders, respectively, and stock and OP unit repurchases. As a REIT, Host Inc. is required to distribute to its stockholders at least 90% of its taxable income, excluding net capital gain, on an annual basis. Our next significant debt maturity is $500 million of senior notes due in June 2025. We believe we have sufficient liquidity to repay the senior notes at maturity.
Capital Resources. As of March 31, 2025, we had $428 million of cash and cash equivalents, $264 million in our FF&E escrow reserves and $1.5 billion available under the revolver portion of our credit facility. We depend primarily on external sources of capital to finance future growth, including acquisitions. As a result, the liquidity and debt capacity provided by our credit facility and the ability to issue senior unsecured debt are key components of our capital structure. Our financial flexibility, including our ability to incur debt, pay dividends, make distributions and make investments, is contingent on our ability to maintain compliance with the financial covenants of our credit facility and senior notes indentures, which include, among other things, the allowable amounts of leverage, interest coverage and fixed charges.
Two programs are currently in place relating to potential purchases or sales of our common stock. Under our common stock repurchase program, common stock may be purchased from time to time depending upon market conditions and may be purchased in the open market or through private transactions or by other means, including principal transactions with various financial institutions, like accelerated share repurchases, forwards, options, and similar transactions and through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Exchange
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Act of 1934, as amended. The plan does not obligate us to repurchase any specific number or any specific dollar amount of shares and may be suspended at any time at our discretion. During the first quarter of 2025, we repurchased 6.3 million shares of Host Inc. common stock at an average price of $15.79 per share, exclusive of commissions, through our common share repurchase program for a total of $100 million. At March 31, 2025, we had $585 million available for repurchase under our program.
In addition, on May 31, 2023, we entered into a distribution agreement with J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents pursuant to which Host Inc. may offer and sell, from time to time, shares of Host Inc. common stock having an aggregate offering price of up to $600 million. The sales will be made in transactions that are deemed to be “at the market” offerings under the SEC rules. We may sell shares of Host Inc. common stock under this program from time to time based on market conditions, although we are not under an obligation to sell any shares. We may sell shares when we believe conditions are advantageous and there is a compelling use of proceeds, including to fund future potential acquisitions or other investment opportunities. The agreement also contemplates that, in addition to the offering and sale of shares to or through the sales agents, we may enter into separate forward sale agreements with each of the forward purchasers named in the agreement. No shares were issued during the first quarter of 2025. As of March 31, 2025, there was $600 million of remaining capacity under the agreement.
Given the total amount of our debt and our maturity schedule, we may continue to redeem or repurchase senior notes from time to time, taking advantage of favorable market conditions. In February 2023, Host Inc.’s Board of Directors authorized repurchases of up to $1.0 billion of senior notes other than in accordance with their respective terms, of which the entire amount remains available under this authority. We may purchase senior notes with cash through open market purchases, privately negotiated transactions, a tender offer, or, in some cases, through the early redemption of such securities pursuant to their terms. Repurchases of debt will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. Any retirement before the maturity date will affect earnings and NAREIT FFO per diluted share as a result of the payment of any applicable call premiums and the accelerated expensing of previously deferred and capitalized financing costs. Accordingly, considering our priorities in managing our capital structure and liquidity profile, and given prevailing conditions and relative pricing in the capital markets, we may, at any time, subject to applicable securities laws and the requirements of our credit facility and senior notes indentures, be considering, or be in discussions with respect to, the repurchase or issuance of exchangeable debentures and/or senior notes or the repurchase or sale of our common stock. Any such transactions may, subject to applicable securities laws, occur simultaneously.
We continue to explore potential acquisitions and dispositions. We anticipate that any such future acquisitions will be funded by cash, debt issuances by Host L.P., equity offerings of Host Inc., issuances of OP units by Host L.P., or proceeds from sales of hotels. Given the nature of these transactions, we can make no assurances that we will be successful in acquiring any one or more hotels that we may review, bid on or negotiate to purchase or that we will be successful in disposing of any one or more of our hotels. We may acquire additional hotels or dispose of hotels through various structures, including transactions involving single assets, portfolios, joint ventures, acquisitions of the securities or assets of other REITs or distributions of hotels to our stockholders.
Sources and Uses of Cash. Our sources of cash generally include cash from operations, proceeds from debt and equity issuances, and proceeds from hotel sales. Uses of cash include acquisitions, capital expenditures, operating costs, debt repayments, and repurchases of shares and distributions to equity holders.
Cash Provided by Operating Activities. In the first quarter of 2025, net cash provided by operating activities was $305 million compared to $365 million for first quarter of 2024, a decrease due to payments for condominium construction costs and increased interest payments.
Cash Used in Investing Activities. Net cash used in investing activities was $83 million for the first quarter of 2025 compared to $100 million for the first quarter of 2024. Cash used in investing activities for the first quarter of 2025 and 2024 primarily related to $146 million and $103 million of capital expenditures, respectively, as well as investments in our joint ventures. Cash provided by investing activities in 2025 included $79 million of proceeds from the repayment of a note receivable.
Cash Used in Financing Activities. In the first quarter of 2025, net cash used in financing activities was $327 million compared to $44 million for first quarter of 2024. Cash used in financing activities in both 2025 and 2024 primarily related to
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the payment of common stock dividends, while 2025 also included common stock repurchases. Cash provided by financing activities in first quarter of 2024 included a draw on the credit facility.
The following table summarizes significant equity transactions that have been completed through April 30, 2025 (in millions):
| Transaction Date | Description of Transaction | Transaction Amount | |||||||||||||||
| Equity of Host Inc. | |||||||||||||||||
| January - April | 2025 | Dividend payment⁽¹⁾⁽²⁾ | $ | (349) | |||||||||||||
| January - March | 2025 | Repurchase of 6.3 million shares of Host Inc. common stock | (100) | ||||||||||||||
| Cash payments on equity transactions | $ | (449) | |||||||||||||||
___________
(1)In connection with the dividend payments, Host L.P. made distributions of $354 million to its common OP unit holders.
(2)Includes the fourth quarter 2024 dividend that was paid in January 2025.
Debt
As of March 31, 2025, our total debt was $5.1 billion, with a weighted average interest rate of 4.7% and a weighted average maturity of 5.0 years. Additionally, 80% of our debt has a fixed rate of interest, and only one of our consolidated hotels is encumbered by mortgage debt.
Financial Covenants
Credit Facility Covenants. Our credit facility contains certain important financial covenants concerning allowable leverage, unsecured interest coverage, and required fixed charge coverage. Total debt used in the calculation of our ratio of consolidated total debt to consolidated EBITDA (our “Leverage Ratio”) is based on a “net debt” concept, pursuant to which cash and cash equivalents in excess of $100 million are deducted from our total debt balance for purposes of measuring compliance.
At March 31, 2025, we were in compliance with all of our financial covenants under the credit facility. The following table summarizes the results of the financial tests required by the credit facility, which are calculated on a trailing twelve-month basis:
| Actual Ratio | Covenant Requirement for all years | ||||||||||
| Leverage ratio | 2.8x | Maximum ratio of 7.25x | |||||||||
| Fixed charge coverage ratio | 5.5x | Minimum ratio of 1.25x | |||||||||
| Unsecured interest coverage ratio ⁽¹⁾ | 7.1x | Minimum ratio of 1.75x | |||||||||
___________
(1)If, at any time, our leverage ratio is above 7.0x, our minimum unsecured interest coverage ratio will decrease to 1.50x.
Senior Notes Indenture Covenants
The following table summarizes the results of the financial tests required by the indentures for our senior notes and our actual credit ratios as of March 31, 2025:
| Actual Ratio | Covenant Requirement | ||||||||||
| Unencumbered assets tests | 439 | % | Minimum ratio of 150% | ||||||||
| Total indebtedness to total assets | 23 | % | Maximum ratio of 65% | ||||||||
| Secured indebtedness to total assets | <1% | Maximum ratio of 40% | |||||||||
| EBITDA-to-interest coverage ratio | 7.0x | Minimum ratio of 1.5x | |||||||||
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For additional details on our credit facility and senior notes, see our Annual Report on Form 10-K for the year ended December 31, 2024.
Dividend Policy
Host Inc. is required to distribute at least 90% of its annual taxable income, excluding net capital gains, to its stockholders in order to maintain its qualification as a REIT. Funds used by Host Inc. to pay dividends on its common stock are provided by distributions from Host L.P. As of March 31, 2025, Host Inc. is the owner of approximately 99% of the Host L.P. common OP units. The remaining common OP units are owned by unaffiliated limited partners. Each Host L.P. common OP unit may be redeemed for cash or, at the election of Host Inc., Host Inc. common stock based on the conversion ratio. The current conversion ratio is 1.021494 shares of Host Inc. common stock for each Host L.P. common OP unit.
Investors should consider the non-controlling interests in the Host L.P. common OP units when analyzing dividend payments by Host Inc. to its stockholders, as these Host L.P. common OP unitholders share in cash distributed by Host L.P. to all of its common OP unitholders, on a pro rata basis. For example, if Host Inc. paid a $1 per share dividend on its common stock, it would be based on the payment of a $1.021494 per common OP unit distribution by Host L.P. to Host Inc., as well as to the other unaffiliated Host L.P. common OP unitholders.
Host Inc.’s policy on common dividends generally is to distribute, over time, 100% of its taxable income, which primarily is dependent on Host Inc.’s results of operations, as well as tax gains and losses on hotel sales. On February 19, 2025, Host Inc.'s Board of Directors announced a regular quarterly cash dividend of $0.20 per share on Host Inc.'s common stock. The dividend was paid on April 15, 2025 to stockholders of record on March 31, 2025. All future dividends are subject to Board approval.
Critical Accounting Estimates
Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. While we do not believe that the reported amounts would be materially different, application of these policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on experience and on various other assumptions that we believe are reasonable under the circumstances. All of our significant accounting policies, including certain critical accounting policies, are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Comparable Hotel Operating Statistics and Results
To facilitate a year-to-year comparison of our operations, we present certain operating statistics (i.e., Total RevPAR, RevPAR, average daily rate and average occupancy) and operating results (revenues, expenses, hotel EBITDA and associated margins) for the periods included in our reports on a comparable hotel basis in order to enable our investors to better evaluate our operating performance. We define our comparable hotels as those that: (i) are owned or leased by us as of the reporting date and are not classified as held-for-sale; and (ii) have not sustained substantial property damage or business interruption, or undergone large-scale capital projects, in each case requiring closures lasting one month or longer (as further defined below), during the reporting periods being compared.
We make adjustments to include recent acquisitions to include results for periods prior to our ownership. For these hotels, since the year-over-year comparison includes periods prior to our ownership, the changes will not necessarily correspond to changes in our actual results. Additionally, operating results of hotels that we sell are excluded from the comparable hotel set once the transaction has closed or the hotel is classified as held-for-sale.
The hotel business is capital-intensive and renovations are a regular part of the business. Generally, hotels under renovation remain comparable hotels. A large-scale capital project would cause a hotel to be excluded from our comparable hotel set if it requires the entire property to be closed to hotel guests for one month or longer.
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Similarly, hotels are excluded from our comparable hotel set from the date that they sustain substantial property damage or business interruption if it requires the property to be closed to hotel guests for one month or longer. In each case, these hotels are returned to the comparable hotel set when the operations of the hotel have been included in our consolidated results for one full calendar year after the hotel has reopened. Often, related to events that cause property damage and the closure of a hotel, we will collect business interruption insurance proceeds for the near-term loss of business. These proceeds are included in net gain on insurance settlements on our condensed consolidated statements of operations. Business interruption insurance gains covering lost revenues while the property was considered non-comparable also will be excluded from the comparable hotel results.
Of the 81 hotels that we owned as of March 31, 2025, 79 have been classified as comparable hotels. The operating results of the following properties that we owned as of March 31, 2025 are excluded from comparable hotel results for these periods:
•The Don CeSar (business disruption due to Hurricane Helene resulting in closure of the hotel beginning at the end of September 2024, reopened in March 2025);
•Alila Ventana Big Sur (business disruption due to the collapse of a portion of Highway 1, causing closure of the hotel beginning in March 2024, reopened in May 2024); and
•Sales and marketing expenses related to the development and sale of condominium units on a development parcel adjacent to Four Seasons Resort Orlando at Walt Disney World® Resort.
Foreign Currency Translation
Operating results denominated in foreign currencies are translated using the prevailing exchange rates on the date of the transaction, or monthly based on the weighted average exchange rate for the period. Therefore, hotel statistics and results for non-U.S. properties include the effect of currency fluctuations, consistent with our financial statement presentation.
Non-GAAP Financial Measures
We use certain “non-GAAP financial measures,” which are measures of our historical financial performance that are not calculated and presented in accordance with GAAP, within the meaning of applicable SEC rules. These measures include the following:
•Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization (“EBITDA”), Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization for real estate (“EBITDAre”) and Adjusted EBITDAre, as a measure of performance for Host Inc. and Host L.P.,
•Funds From Operations (“FFO”) and FFO per diluted share, both calculated in accordance with National Association of Real Estate Investment Trusts (“NAREIT”) guidelines and with certain adjustments from those guidelines, as a measure of performance for Host Inc., and
•Comparable hotel operating results, as a measure of performance for Host Inc. and Host L.P.
The discussion below defines these measures and presents why we believe they are useful supplemental measures of our performance.
Set forth below for each such non-GAAP financial measure is a reconciliation of the measure with the financial measure calculated and presented in accordance with GAAP that we consider most directly comparable thereto. We also have included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” in our Annual Report on Form 10-K for the year ended December 31, 2024 further explanations of the adjustments being made, a statement disclosing the reasons why we believe the presentation of each of the non-GAAP financial measures provide useful information to investors regarding our financial condition and results of operations, the additional purposes for which we use the non-GAAP financial measures and limitations on their use.
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EBITDA, EBITDAre and Adjusted EBITDAre
EBITDA
EBITDA is a commonly used measure of performance in many industries. Management believes EBITDA provides useful information to investors regarding our results of operations because it helps us and our investors evaluate the ongoing operating performance of our properties after removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization). Management also believes the use of EBITDA facilitates comparisons between us and other lodging REITs, hotel owners that are not REITs and other capital-intensive companies. Management uses EBITDA to evaluate property-level results and as one measure in determining the value of acquisitions and dispositions and, like FFO and Adjusted FFO per diluted share, it is widely used by management in the annual budget process and for compensation programs.
EBITDAre and Adjusted EBITDAre
We present EBITDAre in accordance with NAREIT guidelines, as defined in its September 2017 white paper “Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate,” to provide an additional performance measure to facilitate the evaluation and comparison of our results with other REITs. NAREIT defines EBITDAre as net income (calculated in accordance with GAAP) excluding interest expense, income tax, depreciation and amortization, gains or losses on disposition of depreciated property (including gains or losses on change of control), impairment expense for depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and adjustments to reflect the entity’s pro rata share of EBITDAre of unconsolidated affiliates.
We make additional adjustments to EBITDAre when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance. We believe that the presentation of Adjusted EBITDAre, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s understanding of our operating performance. Adjusted EBITDAre also is similar to the measure used to calculate certain credit ratios for our credit facility and senior notes. We adjust EBITDAre for the following items, which may occur in any period, and refer to this measure as Adjusted EBITDAre:
•Property Insurance Gains and Property Damage Losses – We exclude the effect of property insurance gains reflected in our condensed consolidated statements of operations because we believe that including them in Adjusted EBITDAre is not consistent with reflecting the ongoing performance of our assets. In addition, property insurance gains could be less important to investors given that the depreciated asset book value written off in connection with the calculation of the property insurance gain often does not reflect the market value of real estate assets. Similarly, losses from property damage or remediation costs that are not covered through insurance are excluded.
•Acquisition Costs – Under GAAP, costs associated with completed property acquisitions that are considered business combinations are expensed in the year incurred. We exclude the effect of these costs because we believe they are not reflective of the ongoing performance of the Company.
•Litigation Gains and Losses – We exclude the effect of gains or losses associated with litigation recorded under GAAP that we consider to be outside the ordinary course of business. We believe that including these items is not consistent with our ongoing operating performance.
•Severance Expense – In certain circumstances, we will add back hotel-level severance expenses when we do not believe that such expenses are reflective of the ongoing operation of our properties. Situations that would result in a severance add-back include, but are not limited to: (i) costs incurred as part of a broad-based reconfiguration of the operating model with the specific hotel operator for a portfolio of hotels and (ii) costs incurred at a specific hotel due to a broad-based and significant reconfiguration of a hotel and/or its workforce. We do not add back corporate-level severance costs or severance costs at an individual hotel that we consider to be incurred in the normal course of business.
•Effective January 1, 2025, we exclude the expense recorded for non-cash stock-based compensation, as it represents a non-cash transaction and the add back is consistent with the calculation of Adjusted EBITDA for our financial covenant ratios under our credit facility and senior notes indentures and consistent with the presentation of Adjusted EBITDAre for the majority of other lodging REIT filers.
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In unusual circumstances, we also may adjust EBITDAre for gains or losses that management believes are not representative of the Company’s current operating performance. The last adjustment of this nature was a 2013 exclusion of a gain from an eminent domain claim.
The following table provides a reconciliation of EBITDA, EBITDAre, and Adjusted EBITDAre to net income, the financial measure calculated and presented in accordance with GAAP that we consider the most directly comparable:
Reconciliation of Net Income to EBITDA, EBITDAre and Adjusted EBITDAre for Host Inc. and Host L.P.
(in millions)
| Quarter ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income⁽¹⁾ | $ | 251 | $ | 272 | |||||||
| Interest expense | 57 | 47 | |||||||||
| Depreciation and amortization | 196 | 180 | |||||||||
| Income taxes | (1) | (2) | |||||||||
| EBITDA⁽¹⁾ | 503 | 497 | |||||||||
| Equity investment adjustments: | |||||||||||
| Equity in earnings of affiliates | (10) | (8) | |||||||||
| Pro rata EBITDAre of equity investments⁽²⁾ | 15 | 15 | |||||||||
| EBITDAre⁽¹⁾ | 508 | 504 | |||||||||
| Adjustments to EBITDAre: | |||||||||||
| Net gain on property insurance settlements | — | (21) | |||||||||
| Non-cash stock-based compensation expense⁽³⁾ | 6 | 6 | |||||||||
| Adjusted EBITDAre⁽¹⁾ | $ | 514 | $ | 489 | |||||||
___________
(1)Net income, EBITDA, EBITDAre, Adjusted EBITDAre, NAREIT FFO and Adjusted FFO for the quarter ended March 31, 2025 include a gain of $4 million from the sale of land adjacent to The Phoenician hotel.
(2)Unrealized gains of our unconsolidated investments are not recognized in our EBITDAre, Adjusted EBITDAre, NAREIT FFO or Adjusted FFO until they have been realized by the unconsolidated partnership.
(3)Effective January 1, 2025, we exclude the expense recorded for non-cash stock-based compensation, as it represents a non-cash transaction and the add back is consistent with the calculation of Adjusted EBITDA for our financial covenant ratios. Prior year results have been updated to conform with the current year presentation.
FFO Measures
We present NAREIT FFO and NAREIT FFO per diluted share as non-GAAP measures of our performance in addition to our earnings per share (calculated in accordance with GAAP). We calculate NAREIT FFO per diluted share as our NAREIT FFO (defined as set forth below) for a given operating period, as adjusted for the effect of dilutive securities, divided by the number of fully diluted shares outstanding during such period, in accordance with NAREIT guidelines. As noted in NAREIT’s Funds From Operations White Paper – 2018 Restatement. NAREIT defines FFO as net income (calculated in accordance with GAAP) excluding depreciation and amortization related to certain real estate assets, gains and losses from the sale of certain real estate assets, gains and losses from change in control, impairment expense of certain real estate assets and investments and adjustments for consolidated partially owned entities and unconsolidated affiliates. Adjustments for consolidated partially owned entities and unconsolidated affiliates are calculated to reflect our pro rata share of the FFO of those entities on the same basis.
We also present Adjusted FFO per diluted share when evaluating our performance because management believes that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance. Management historically has made the adjustments detailed below in evaluating our performance, in our annual budget process and for our compensation programs. We believe that the presentation of Adjusted FFO per diluted share, when combined with both the primary GAAP presentation of diluted earnings per share and FFO per diluted share as defined by NAREIT, provides useful supplemental information that is
37
beneficial to an investor’s understanding of our operating performance. We adjust NAREIT FFO per diluted share for the following items, which may occur in any period, and refer to this measure as Adjusted FFO per diluted share:
•Gains and Losses on the Extinguishment of Debt – We exclude the effect of finance charges and premiums associated with the extinguishment of debt, including the acceleration of the write-off of deferred financing costs from the original issuance of the debt being redeemed or retired and incremental interest expense incurred during the refinancing period. We also exclude the gains on debt repurchases and the original issuance costs associated with the retirement of preferred stock. We believe that these items are not reflective of our ongoing finance costs.
•Acquisition Costs – Under GAAP, costs associated with completed property acquisitions that are considered business combinations are expensed in the year incurred. We exclude the effect of these costs because we believe they are not reflective of the ongoing performance of the Company.
•Litigation Gains and Losses – We exclude the effect of gains or losses associated with litigation recorded under GAAP that we consider to be outside the ordinary course of business. We believe that including these items is not consistent with our ongoing operating performance.
•Severance Expense – In certain circumstances, we will add back hotel-level severance expenses when we do not believe that such expenses are reflective of the ongoing operation of our properties. Situations that would result in a severance add-back include, but are not limited to, (i) costs incurred as part of a broad-based reconfiguration of the operating model with the specific hotel operator for a portfolio of hotels and (ii) costs incurred at a specific hotel due to a broad-based and significant reconfiguration of a hotel and/or its workforce. We do not add back corporate-level severance costs or severance costs at an individual hotel that we consider to be incurred in the normal course of business.
•Effective January 1, 2025, we exclude the expense recorded for non-cash stock-based compensation, as it represents a non-cash transaction and the add back is consistent with the calculation of Adjusted EBITDA for our financial covenant ratios under our credit facility and senior notes indentures and consistent with the presentation of Adjusted FFO per diluted share for the majority of other lodging REIT filers.
In unusual circumstances, we also may adjust NAREIT FFO for gains or losses that management believes are not representative of our current operating performance. For example, in 2017, as a result of the reduction of the U.S. federal corporate income tax rate from 35% to 21% by the Tax Cuts and Jobs Act, we remeasured our domestic deferred tax assets as of December 31, 2017 and recorded a one-time adjustment to reduce our deferred tax assets and to increase the provision for income taxes by approximately $11 million. We do not consider this adjustment to be reflective of our ongoing operating performance and, therefore, we excluded this item from Adjusted FFO.
The following table provides a reconciliation of the differences between our non-GAAP financial measures, NAREIT FFO and Adjusted FFO (separately and on a per diluted share basis), and net income, the financial measure calculated and presented in accordance with GAAP that we consider most directly comparable:
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Host Inc. Reconciliation of Diluted Earnings per Common Share to
NAREIT and Adjusted Funds From Operations per Diluted Share
(in millions, except per share amount)
| Quarter ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income⁽¹⁾ | $ | 251 | $ | 272 | |||||||
| Less: Net income attributable to non-controlling interests | (3) | (4) | |||||||||
| Net income attributable to Host Inc. | 248 | 268 | |||||||||
| Adjustments: | |||||||||||
| Net gain on property insurance settlements | — | (21) | |||||||||
| Depreciation and amortization | 195 | 180 | |||||||||
| Equity investment adjustments: | |||||||||||
| Equity in earnings of affiliates | (10) | (8) | |||||||||
| Pro rata FFO of equity investments⁽²⁾ | 10 | 9 | |||||||||
| Consolidated partnership adjustments: | |||||||||||
| FFO adjustments for non-controlling interests of Host L.P. | (3) | (2) | |||||||||
| NAREIT FFO⁽¹⁾ | 440 | 426 | |||||||||
| Adjustments to NAREIT FFO: | |||||||||||
| Non-cash stock-based compensation expense⁽³⁾ | 6 | 6 | |||||||||
| Adjusted FFO⁽¹⁾ | $ | 446 | $ | 432 | |||||||
| For calculation on a per share basis:⁽⁴⁾ | |||||||||||
| Diluted weighted average shares outstanding - EPS, NAREIT FFO and Adjusted FFO | 698.3 | 705.5 | |||||||||
| Diluted earnings per common share | $ | 0.35 | $ | 0.38 | |||||||
| NAREIT FFO per diluted share | $ | 0.63 | $ | 0.60 | |||||||
| Adjusted FFO per diluted share | $ | 0.64 | $ | 0.61 | |||||||
___________
(1-3)Refer to the corresponding footnote on the Reconciliation of Net Income to EBITDA, EBITDAre and Adjusted EBITDAre for Host Inc. and Host L.P.
(4)Diluted earnings per common share, NAREIT FFO per diluted share and Adjusted FFO per diluted share are adjusted for the effects of dilutive securities. Dilutive securities may include shares granted under comprehensive stock plans, preferred OP units held by non-controlling limited partners and other non-controlling interests that have the option to convert their limited partner interests to common OP units. No effect is shown for securities if they are anti-dilutive.
Comparable Hotel Property-Level Operating Results
We present certain operating results for our hotels, such as hotel revenues, expenses, food and beverage profit, and EBITDA (and the related margins), on a comparable hotel, or "same store," basis as supplemental information for our investors. Our comparable hotel results present operating results for our hotels without giving effect to dispositions or properties that experienced closures due to renovations or property damage, as discussed in “Comparable Hotel Operating Statistics and Results” above. We present comparable hotel EBITDA to help us and our investors evaluate the ongoing operating performance of our comparable hotels after removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization expense). Corporate-level costs and expenses also are removed to arrive at property-level results. We believe these property-level results provide investors with supplemental information about the ongoing operating performance of our comparable hotels. Comparable hotel results are presented both by location and for our properties in the aggregate. We eliminate from our comparable hotel level operating results severance costs related to broad-based and significant property-level reconfiguration that is not considered to be within the normal course of business, as we believe this elimination provides useful supplemental information that is beneficial to an
39
investor’s understanding of our ongoing operating performance. We also eliminate depreciation and amortization expense because, even though depreciation and amortization expense are property-level expenses, these non-cash expenses, which are based on historical cost accounting for real estate assets, implicitly assume that the value of real estate assets diminishes predictably over time. As noted earlier, because real estate values historically have risen or fallen with market conditions, many real estate industry investors have considered presentation of historical cost accounting for operating results to be insufficient.
Because of the elimination of corporate-level costs and expenses, gains or losses on disposition, certain severance expenses and depreciation and amortization expense, the comparable hotel operating results we present do not represent our total revenues, expenses, operating profit or net income and should not be used to evaluate our performance as a whole. Management compensates for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance. Our condensed consolidated statements of operations include such amounts, all of which should be considered by investors when evaluating our performance.
We present these hotel operating results on a comparable hotel basis because we believe that doing so provides investors and management with useful information for evaluating the period-to-period performance of our hotels and facilitates comparisons with other hotel REITs and hotel owners. In particular, these measures assist management and investors in distinguishing whether increases or decreases in revenues and/or expenses are due to growth or decline of operations at comparable hotels (which represent the vast majority of our portfolio) or from other factors. While management believes that presentation of comparable hotel results is a supplemental measure that provides useful information in evaluating our ongoing performance, this measure is not used to allocate resources or to assess the operating performance of each of our hotels, as these decisions are based on data for individual hotels and are not based on comparable hotel results in the aggregate. For these reasons, we believe comparable hotel operating results, when combined with the presentation of GAAP operating profit, revenues and expenses, provide useful information to investors and management.
The following tables present certain operating results and statistics for our hotels for the periods presented herein and a reconciliation of the differences between comparable Hotel EBITDA, a non-GAAP financial measure, and net income, the financial measure calculated and presented in accordance with GAAP that we consider most directly comparable. Similar reconciliations of the differences between (i) hotel revenues and (ii) our revenues as calculated and presented in accordance with GAAP (each of which is used in the applicable margin calculation), and between (iii) hotel expenses and (iv) operating costs and expenses as calculated and presented in accordance with GAAP, also are included in the reconciliation:
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Comparable Hotel Results for Host Inc. and Host L.P.
(in millions, except hotel statistics)
| Quarter ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Number of hotels | 79 | 79 | |||||||||
| Number of rooms | 42,982 | 42,982 | |||||||||
| Change in comparable hotel Total RevPAR | 5.8 | % | — | ||||||||
| Change in comparable hotel RevPAR | 7.0 | % | — | ||||||||
| Operating profit margin⁽¹⁾ | 17.9 | % | 19.8 | % | |||||||
| Comparable hotel EBITDA margin⁽¹⁾ | 31.8 | % | 31.5 | % | |||||||
| Food and beverage profit margin⁽¹⁾ | 35.8 | % | 37.6 | % | |||||||
| Comparable hotel food and beverage profit margin⁽¹⁾ | 36.1 | % | 36.9 | % | |||||||
| Net income | $ | 251 | $ | 272 | |||||||
| Depreciation and amortization | 196 | 180 | |||||||||
| Interest expense | 57 | 47 | |||||||||
| Benefit for income taxes | (1) | (2) | |||||||||
| Gain on sale of property and corporate level income/expense | 9 | (20) | |||||||||
| Property transaction adjustments⁽²⁾ | — | 19 | |||||||||
| Non-comparable hotel results, net⁽³⁾ | (8) | (20) | |||||||||
| Comparable hotel EBITDA | $ | 504 | $ | 476 | |||||||
___________
(1)Profit margins are calculated by dividing the applicable operating profit by the related revenue amount. GAAP profit margins are calculated using amounts presented in the unaudited condensed consolidated statements of operations. Comparable hotel margins are calculated using amounts presented in the following tables, which include reconciliations to the applicable GAAP results:
| Quarter ended March 31, 2025 | Quarter ended March 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustments | Adjustments | ||||||||||||||||||||||||||||||||||||||||||||||||||||
GAAP Results | Non-comparable hotel results, net ⁽³⁾ | Depreciation and corporate level items | Comparable hotel Results | GAAP Results | Property transaction adjustments⁽²⁾ | Non-comparable hotel results, net ⁽³⁾ | Depreciation and corporate level items | Comparable hotel Results | |||||||||||||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Room | $ | 938 | $ | (7) | $ | — | $ | 931 | $ | 853 | $ | 44 | $ | (17) | $ | — | $ | 880 | |||||||||||||||||||||||||||||||||||
| Food and beverage | 503 | (3) | — | 500 | 473 | 20 | (11) | — | 482 | ||||||||||||||||||||||||||||||||||||||||||||
| Other | 153 | (1) | — | 152 | 145 | 9 | (4) | — | 150 | ||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | 1,594 | (11) | — | 1,583 | 1,471 | 73 | (32) | — | 1,512 | ||||||||||||||||||||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Room | 225 | (2) | — | 223 | 202 | 11 | (3) | — | 210 | ||||||||||||||||||||||||||||||||||||||||||||
| Food and beverage | 323 | (3) | — | 320 | 295 | 16 | (7) | — | 304 | ||||||||||||||||||||||||||||||||||||||||||||
| Other | 544 | (8) | — | 536 | 507 | 27 | (12) | — | 522 | ||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 196 | — | (196) | — | 180 | — | — | (180) | — | ||||||||||||||||||||||||||||||||||||||||||||
| Corporate and other expenses | 31 | — | (31) | — | 27 | — | — | (27) | — | ||||||||||||||||||||||||||||||||||||||||||||
| Gain on insurance settlements | (10) | 10 | — | — | (31) | — | 10 | 21 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Total expenses | 1,309 | (3) | (227) | 1,079 | 1,180 | 54 | (12) | (186) | 1,036 | ||||||||||||||||||||||||||||||||||||||||||||
Operating Profit - Comparable hotel EBITDA | $ | 285 | $ | (8) | $ | 227 | $ | 504 | $ | 291 | $ | 19 | $ | (20) | $ | 186 | $ | 476 | |||||||||||||||||||||||||||||||||||
(2)Property transaction adjustments represent the following items: (i) the elimination of results of operations of hotels sold or held-for-sale as of March 31, 2025, which operations are included in our unaudited condensed consolidated statements of operations as continuing operations, and (ii) the addition of results for periods prior to our ownership for hotels acquired as of March 31, 2025.
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(3)Non-comparable hotel results, net, includes the following items: (i) the results of operations of our non-comparable hotels, which operations are included in our condensed consolidated statements of operations as continuing operations, and (ii) gains on business interruption proceeds covering lost revenues while the property was considered non-comparable.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
All information in this section applies to both Host Inc. and Host L.P.
Interest Rate Sensitivity
As of March 31, 2025 and December 31, 2024, 80% of our outstanding debt bore interest at fixed rates. To manage interest rate risk applicable to our debt, we may enter into interest rate swaps or caps. The interest rate derivatives into which we may enter are strictly to hedge interest rate risk and are not for trading purposes. As of March 31, 2025, we do not have any interest rate derivatives outstanding.
See Item 7A of our most recent Annual Report on Form 10–K.
Exchange Rate Sensitivity
As we have operations outside of the United States (specifically, the ownership of hotels in Brazil and Canada and a minority investment in a joint venture in India), currency exchange risks arise in the normal course of our business. To manage the currency exchange risk, we may enter into forward or option contracts or hedge our investment through the issuance of foreign currency denominated debt. No foreign currency hedging transactions were entered into during the first quarter of 2025. We currently have two foreign currency forward purchase contracts with a total notional amount of CAD 99 million ($73 million), which will mature in August 2025. The foreign currency exchange agreements into which we have entered are strictly to hedge foreign currency risk and are not for trading purposes.
See Item 7A of our most recent Annual Report on Form 10-K.
Item 4. Controls and Procedures
Controls and Procedures (Host Hotels & Resorts, Inc.)
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.
Changes to Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Controls and Procedures (Host Hotels & Resorts, L.P.)
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, Host Inc.’s Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.
42
Changes to Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
43
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities (Host Hotels & Resorts, Inc.)
On August 3, 2022, the Board of Directors authorized a $1 billion share repurchase program. The common stock may be purchased from time to time depending upon market conditions, and repurchases may be made in the open market or through private transactions or by other means, including principal transactions with various financial institutions, accelerated share repurchases, forwards, options and similar transactions, and through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The program does not obligate us to repurchase any specific number of shares or any specific dollar amount and may be suspended at any time at our discretion.
| Period | Total Number of Host Inc. Common Shares Purchased | Average Price Paid per Common Share* | Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Common Shares that May Yet Be Purchased Under the Plans or Programs (in millions) | ||||||||||||||||||||||
| January 1, 2025 - January 31, 2025 | — | $ | — | — | $ | 685 | ||||||||||||||||||||
| February 1, 2025 - February 28, 2025 | 1,306,838 | 16.14 | 1,306,838 | 664 | ||||||||||||||||||||||
| March 1, 2025 - March 31, 2025 | 5,025,325 | 15.70 | 5,025,325 | 585 | ||||||||||||||||||||||
| Total | 6,332,163 | $ | 15.79 | 6,332,163 | $ | 585 | ||||||||||||||||||||
___________
*Prices shown are exclusive of commissions paid.
Issuer Purchases of Equity Securities (Host Hotels & Resorts, L.P.)
| Period | Total Number of Host L.P. Common OP Units Purchased | Average Price Paid per Common OP Unit | Total Number of OP Units Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Units that May Yet Be Purchased Under the Plans or Programs (in millions) | ||||||||||||||||||||||
| January 1, 2025 - January 31, 2025 | 7,039 | * | 1.021494 shares of Host Hotels & Resorts, Inc. common stock | — | — | |||||||||||||||||||||
| February 1, 2025 - February 28, 2025 | 1,286,169 | ** | 1.021494 shares of Host Hotels & Resorts, Inc. common stock | — | — | |||||||||||||||||||||
| March 1, 2025 - March 31, 2025 | 4,941,612 | *** | 1.021494 shares of Host Hotels & Resorts, Inc. common stock | — | — | |||||||||||||||||||||
| Total | 6,234,820 | — | — | |||||||||||||||||||||||
___________
*Reflects common OP units offered for redemption by limited partners in exchange for shares of Host Inc.'s common stock.
** Reflects (i) 1,279,339 common OP units repurchased to fund the repurchase by Host Inc. of 1,306,838 shares of common stock as part of its publicly announced share repurchase program, and (ii) 6,830 common OP units redeemed by holders in exchange for shares of Host Inc.'s common stock.
*** Reflects (i) 4,919,583 common OP units repurchased to fund the repurchase by Host Inc. of 5,025,325 shares of common stock as part of its publicly announced share repurchase program, and (ii) 22,029 common OP units redeemed by holders in exchange for shares of Host Inc.'s common stock.
44
Item 5. Other Information
During the period covered by this report, no director or officer of the Company adopted terminated
Item 6. Exhibits
In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the company, its subsidiaries or other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
•should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
•have been qualified by disclosures that were made to other parties in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
•may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
•were made only as of the date of the applicable agreement or such other date or date as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representation and warranties may not describe the actual state of affairs as of the date they were made or at any other time.
The exhibits listed on the accompanying Exhibit Index are filed as part of this report and such Exhibit Index is incorporated herein by reference.
| Exhibit No. | Description | |||||||
| 31 | Rule 13a-14(a)/15d-14(a) Certifications | |||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 31.3* | ||||||||
| 31.4* | ||||||||
| 32 | Section 1350 Certifications | |||||||
| 32.1†* | ||||||||
| 32.2†* | ||||||||
| 101 | XBRL | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. Submitted electronically with this report. | |||||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document. Submitted electronically with this report. | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. Submitted electronically with this report. | |||||||
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document. Submitted electronically with this report. | |||||||
45
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document. Submitted electronically with this report. | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | |||||||
The following materials, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations for the Quarter ended March 31, 2025 and 2024, respectively, for Host Hotels & Resorts, Inc.; (ii) the Condensed Consolidated Balance Sheets at March 31, 2025 and December 31, 2024, respectively, for Host Hotels & Resorts, Inc.; (iii) the Condensed Consolidated Statements of Comprehensive Income for the Quarter ended March 31, 2025 and 2024, respectively, for Host Hotels & Resorts, Inc.; (iv) the Condensed Consolidated Statements of Cash Flows for the Quarter ended March 31, 2025 and 2024, respectively, for Host Hotels & Resorts, Inc.; (v) the Condensed Consolidated Statements of Operations for the Quarter ended March 31, 2025 and 2024, respectively, for Host Hotels & Resorts, L.P.; (vi) the Condensed Consolidated Balance Sheets at March 31, 2025 and December 31, 2024, respectively, for Host Hotels & Resorts, L.P.; (vii) the Condensed Consolidated Statements of Comprehensive Income for the Quarter ended March 31, 2025 and 2024, respectively, for Host Hotels & Resorts, L.P.; (viii) the Condensed Consolidated Statements of Cash Flows for the Quarter ended March 31, 2025 and 2024, respectively, for Host Hotels & Resorts, L.P.; and (ix) Notes to Condensed Consolidated Financial Statements.
____________________________________________________________________
*Filed herewith.
†This certificate is being furnished solely to accompany the report pursuant to 18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| HOST HOTELS & RESORTS, INC. | ||||||||
May 2, 2025 | /s/ Joseph C. Ottinger | |||||||
| Joseph C. Ottinger | ||||||||
| Senior Vice President, | ||||||||
| Corporate Controller | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| HOST HOTELS & RESORTS, L.P. | ||||||||
| By: HOST HOTELS & RESORTS, INC., its general partner | ||||||||
May 2, 2025 | /s/ Joseph C. Ottinger | |||||||
| Joseph C. Ottinger | ||||||||
| Senior Vice President, | ||||||||
| Corporate Controller of Host Hotels & Resorts, Inc., | ||||||||
| general partner of Host Hotels & Resorts, L.P. | ||||||||